<PAGE>   1

                                                                  Exhibit 4(iii)

================================================================================


                              AMENDED AND RESTATED
                                CREDIT AGREEMENT

                                  by and among

                         AMERICAN GREETINGS CORPORATION,
                            as US Facility Borrower,

                  CARLTON CARDS (FRANCE) S.N.C., CARLTON CARDS
                LIMITED, UK GREETINGS LIMITED, HANSON WHITE GROUP
                      LIMITED and CAMDEN GRAPHICS LIMITED,
                            as UK Facility Borrowers,

                             CARLTON CARDS LIMITED,
                         as Canadian Facility Borrower,

                        JOHN SANDS (AUSTRALIA) LTD., JOHN
                        SANDS (N.Z.) LTD. and JOHN SANDS
                              HOLDING CORPORATION,
                        as Australian Facility Borrowers,

                             BANK OF AMERICA, N.A.,
                         as Global Agent and as Lender,

                     BANK OF AMERICA INTERNATIONAL LIMITED,
                              as UK Facility Agent,

                               NATIONAL CITY BANK,
        as Global Co-Syndication Agent, US Facility Agent and as Lender,

                               BANK ONE, MICHIGAN,
                  as Global Co-Syndication Agent and as Lender,

                         BANK ONE, NA, AUSTRALIA BRANCH,
                   as Australian Facility Agent and as Lender,

                                BANK ONE CANADA,
                    as Canadian Facility Agent and as Lender,

                                       and

                   THE LENDERS PARTY HERETO FROM TIME TO TIME

                                 August 3, 2000

================================================================================

                         BANC OF AMERICA SECURITIES LLC,
                   as Sole Lead Arranger and Sole Book Manager



<PAGE>   2


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                        Page
                                                                                        ----
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                         ARTICLE I Definitions and Terms

1.01         Definitions..................................................................3
1.02         Rules of Interpretation.....................................................43
1.03         Amendment and Restatement...................................................43

                           ARTICLE II The US Facility

2.01         Advances....................................................................45
2.02         Payment of Interest.........................................................47
2.03         Payment of Principal........................................................47
2.04         Manner of Payment...........................................................48
2.05         US Facility Notes...........................................................48
2.06         Pro Rata Payments...........................................................48
2.07         Reductions..................................................................49
2.08         Conversions and Elections of Subsequent Interest Periods....................49
2.09         Facility Fee................................................................50
2.10         Deficiency Advances.........................................................50
2.11         Use of Proceeds.............................................................50
2.12         US Facility Extension.......................................................51
2.13         US Term Loan Option.........................................................51
2.14         Participations..............................................................52
2.15         Utilization Premium.........................................................52

                           ARTICLE III The UK Facility

3.01         Advances....................................................................53
3.02         Payment of Interest.........................................................56
3.03         Payment of Principal........................................................56
3.04         Manner of Payment...........................................................57
3.05         Evidence of Indebtedness....................................................58
3.06         Pro Rata Payments...........................................................58
3.07         Reductions..................................................................58
3.08         Conversions and Elections of Subsequent Interest Periods....................59
3.09         Facility Fee................................................................59
3.10         Deficiency Advances.........................................................59
3.11         Use of Proceeds.............................................................60
3.12         One Loan....................................................................60
3.13         Participations..............................................................61
3.14         Utilization Premium.........................................................61

                        ARTICLE IV The Canadian Facility

4.01         Advances....................................................................62
4.02         Payment of Interest.........................................................64
4.03         Payment of Principal........................................................66
</TABLE>



                                       i
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<TABLE>
<CAPTION>
                                                                                        Page
                                                                                        ----
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4.04         Manner of Payment...........................................................66
4.05         Evidence of Indebtedness....................................................67
4.06         Pro Rata Payments...........................................................67
4.07         Reductions..................................................................67
4.08         Conversions and Elections of Subsequent Interest Periods....................68
4.09         Facility Fee................................................................68
4.10         Deficiency Advances.........................................................69
4.11         Use of Proceeds.............................................................69
4.12         Canadian Facility Extension.................................................69
4.13         Canadian Term Loan Option...................................................70
4.14         Participations..............................................................71
4.15         Maximum Rate of Return......................................................71
4.16         Utilization Premium.........................................................72

                        ARTICLE V The Australian Facility

5.01         Advances....................................................................73
5.02         Payment of Interest.........................................................76
5.03         Payment of Principal........................................................76
5.04         Manner of Payment...........................................................77
5.05         Evidence of Indebtedness....................................................77
5.06         Pro Rata Payments...........................................................78
5.07         Reductions..................................................................78
5.08         Conversions and Elections of Subsequent Interest Periods....................78
5.09         Facility Fee................................................................79
5.10         Deficiency Advances.........................................................79
5.11         Use of Proceeds.............................................................80
5.12         One Loan....................................................................80
5.13         Participations..............................................................81
5.14         Utilization Premium.........................................................81

                       ARTICLE VI Changes in Circumstances

6.01         Increased Cost and Reduced Return...........................................82
6.02         Limitation on Types of Loans................................................83
6.03         Illegality..................................................................84
6.04         Treatment of Affected Loans.................................................84
6.05         Compensation................................................................85
6.06         Taxes.......................................................................85
6.07         Replacement Lender..........................................................88
6.08         Funding.....................................................................88
6.09         Economic and Monetary Union in the European Community.......................88

                     ARTICLE VII Conditions to Making Loans

7.01         Conditions of Initial Advance...............................................90
7.02         Conditions of Loans.........................................................92
</TABLE>



                                       ii
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<TABLE>
<CAPTION>
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<S>         <C>                                                                        <C>
                   ARTICLE VIII Representations and Warranties

8.01         Representations and Warranties as to Borrowers and Subsidiaries.............94
8.02         Representations and Warranties of the Company...............................95

                        ARTICLE IX Affirmative Covenants

9.01         Financial Reports, Etc.....................................................100
9.02         Debt Ratings...............................................................101
9.03         Maintain Properties........................................................101
9.04         Existence, Qualification, Etc..............................................101
9.05         Regulations and Taxes......................................................101
9.06         Insurance..................................................................101
9.07         True Books.................................................................102
9.08         Right of Inspection........................................................102
9.09         Observe all Laws...........................................................102
9.10         Covenants Extending to Subsidiaries........................................102
9.11         Officer's Knowledge of Default.............................................102
9.12         Suits or Other Proceedings.................................................102
9.13         Environmental Compliance...................................................102
9.14         Further Assurances.........................................................103
9.15         Continued Operations.......................................................103
9.16         Use of Proceeds............................................................103

                          ARTICLE X Negative Covenants

10.01        Consolidated Funded Indebtedness to Consolidated Total Capitalization......104
10.02        Consolidated EBIT to Consolidated Interest Expense.........................104
10.03        Liens......................................................................104
10.04        Transfer of Assets.........................................................105
10.05        Merger or Consolidation....................................................105
10.06        Transactions with Affiliates...............................................105
10.07        ERISA......................................................................106
10.08        Acquisitions...............................................................106
10.09        Negative Pledge............................................................107
10.10        Dissolution, Etc...........................................................107
10.11        Restrictive Agreements.....................................................107

                                   ARTICLE XI Events of Default and Acceleration

11.01        Events of Default..........................................................108
11.02        Global Agent to Act........................................................110
11.03        Cumulative Rights..........................................................110
11.04        No Waiver..................................................................111
11.05        Allocation of Proceeds.....................................................111
11.06        Judgment Currency..........................................................111
11.07        Funding and Payment of Participations; Conversion to US Dollars............112
</TABLE>



                                       iii
<PAGE>   5

<TABLE>
<CAPTION>
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                             ARTICLE XII The Agents

12.01        Appointment, Powers, and Immunities........................................115
12.02        Reliance by Agents.........................................................115
12.03        Defaults...................................................................116
12.04        Rights as Lender...........................................................116
12.05        Indemnification............................................................117
12.06        Non-Reliance on Agents and Other Lenders...................................117
12.07        Resignation of  an Agent...................................................117
12.08        Fees.......................................................................118

                           ARTICLE XIII Miscellaneous

13.01        Assignments and Participations.............................................119
13.02        Notices....................................................................121
13.03        Right of Set-off; Adjustments..............................................123
13.04        Survival...................................................................123
13.05        Expenses...................................................................124
13.06        Amendments and Waivers.....................................................124
13.07        Counterparts...............................................................125
13.08        Termination................................................................125
13.09        Usury Savings Clause.......................................................125
13.10        Indemnification; Limitation of Liability...................................126
13.11        Agreement Controls.........................................................127
13.12        Severability...............................................................127
13.13        Entire Agreement...........................................................127
13.14        Governing Law; Waiver of Jury Trial........................................128
13.15        Special Funding Option.....................................................129


EXHIBIT A  Lenders' Commitments and Applicable Commitment Percentages.....................1

EXHIBIT B  Form of Assignment and Acceptance..............................................1

EXHIBIT C  Notice of Appointment (or Revocation) of Authorized Representative.............1

EXHIBIT D-1  Borrowing Notice (U.S. Facility Loans).......................................1

EXHIBIT D-2  Borrowing Notice (UK Facility Loans).........................................1

EXHIBIT D-3  Borrowing Notice (Canadian Facility Loans)...................................1

EXHIBIT D-4  Borrowing Notice (Australian Facility Loans).................................1

EXHIBIT E  Form of Guaranty Agreement.....................................................1

EXHIBIT F  Form of US Facility Note.......................................................1

EXHIBIT G  Form of Opinion of Counsel for Borrowers and Guarantor.........................1
</TABLE>

                                       iv

<PAGE>   6

<TABLE>
<CAPTION>
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                                                                                        ----
<S>         <C>                                                                        <C>
EXHIBIT H       Form of Compliance Certificate............................................1

SCHEDULE 1.01  AUTHORIZED REPRESENTATIVES.................................................1

SCHEDULE 8.02(a)  SUBSIDIARIES AND STOCKHOLDERS...........................................1

SCHEDULE 8.02(f)  LITIGATION..............................................................1

SCHEDULE 10.03  EXISTING LIENS ...........................................................1

SCHEDULE 10.06  TRANSACTIONS WITH AFFILIATES..............................................1
</TABLE>


                                       v

<PAGE>   7


                              AMENDED AND RESTATED
                                CREDIT AGREEMENT

         THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 3, 2000
(the "Agreement"), is made by and among:

         AMERICAN GREETINGS CORPORATION, a corporation duly organized and
existing under the laws of the State of Ohio (the "Company" and the "US Facility
Borrower"); and

         CARLTON CARDS (FRANCE) S.N.C., a societe en nom collectif organized
under the laws of France, registered with the Registry of Commerce and of
Companies of La Courneuve under Number RCS B 387 702 954 ("Carlton France"); and
CARLTON CARDS LIMITED (Registered No. 61412), UK GREETINGS LIMITED (Registered
No. 3480710), HANSON WHITE GROUP LIMITED (Registered No. 3220599) and CAMDEN
GRAPHICS LIMITED (Registered No. 1001272), each a corporation duly organized and
existing under the laws of England and Wales (collectively, the "UK
Subsidiaries" and, together with Carlton France, the "UK Facility Borrowers");
and

         CARLTON CARDS LIMITED, a corporation duly organized and existing under
the laws of Ontario, Canada (the "Canadian Facility Borrower"); and

         JOHN SANDS (AUSTRALIA) LTD., JOHN SANDS HOLDING CORP. and JOHN SANDS
(N.Z.) LTD., each a corporation duly organized and existing under the laws of
Delaware and doing business in Australia (collectively, the "Australian Facility
Borrowers"; the US Facility Borrower, the UK Facility Borrowers, the Canadian
Facility Borrower and the Australian Facility Borrowers are sometimes referred
to collectively as the "Borrowers" or individually as a "Borrower"); and

         BANK OF AMERICA, N.A., NATIONAL CITY BANK, BANK ONE, MICHIGAN, KEYBANK
NATIONAL ASSOCIATION, ROYAL BANK OF CANADA, MELLON BANK, N.A., BARCLAYS BANK PLC
and PNC BANK N.A., the lenders under the US Facility, and each other lender
which may hereafter execute and deliver an instrument of assignment with respect
to the US Facility under this Agreement pursuant to Section 13.01 (hereinafter
such lenders may be referred to individually as a "US Facility Lender" or
collectively as the "US Facility Lenders"); and

         BANK OF AMERICA CANADA, BANK ONE CANADA, ROYAL BANK OF CANADA and
MELLON BANK CANADA, the lenders under the Canadian Facility, and each other
lender which may hereafter execute and deliver an instrument of assignment with
respect to the Canadian Facility under this Agreement pursuant to Section 13.01
(hereinafter such lenders may be referred to individually as a "Canadian
Facility Lender" or collectively as the "Canadian Facility Lenders"); and

         BANK OF AMERICA, N.A., NATIONAL CITY BANK, PNC BANK, N.A., BARCLAYS
BANK PLC and KEYBANK NATIONAL ASSOCIATION, the lenders under the UK Facility,
and each other lender which may hereafter execute and deliver an instrument of




<PAGE>   8

assignment with respect to the UK Facility under this Agreement pursuant to
Section 13.01 (hereinafter such lenders may be referred to individually as a "UK
Facility Lender" or collectively as the "UK Facility Lenders"); and

         BA AUSTRALIA LIMITED, BANK ONE, NA, AUSTRALIA BRANCH, and ROYAL BANK OF
CANADA, the Lenders under the Australian Facility, and each other lender which
may hereafter execute and deliver an instrument of assignment with respect to
the Australian Facility under this Agreement pursuant to Section 13.01
(hereinafter such lenders may be referred to individually as an "Australian
Facility Lender" or collectively as the "Australian Facility Lenders"; the US
Facility Lenders, the Canadian Facility Lenders, the UK Facility Lenders and the
Australian Facility Lenders are sometimes referred to collectively as the
"Lenders" or individually as a "Lender"); and

         BANK ONE, MICHIGAN, in its capacity as global co-syndication agent for
each of the Lenders; and

         NATIONAL CITY BANK, in its capacity as agent for the US Facility
Lenders (the "US Facility Agent") and in its capacity as global co-syndication
agent for each of the Lenders (together with Bank One, Michigan, the "Global
Co-Syndication Agents"); and

         BANK OF AMERICA INTERNATIONAL LIMITED, a limited liability company
authorized in England as a credit institution under the Banking Act 1987
("BAIL"), in its capacity as agent for the UK Facility Lenders (the "UK Facility
Agent"); and

         BANK ONE CANADA, in its capacity as agent for the Canadian Facility
Lenders ("Bank One Canada" or the "Canadian Facility Agent"); and

         BANK ONE, NA, AUSTRALIA BRANCH, in its capacity as agent for the
Australian Facility Lenders (the "Australian Facility Agent"); the US Facility
Agent, the UK Facility Agent, the Canadian Facility Agent and the Australian
Facility Agent are sometimes referred to collectively as the "Facility Agents"
or individually as a "Facility Agent"); and

         BANK OF AMERICA, N.A., in its capacity as global administrative agent
for each of the Lenders (the "Global Agent" and together with the Facility
Agents and the Global Co-Syndication Agents, the "Agents").

                              W I T N E S S E T H:

         WHEREAS, the Borrowers, the Agents and certain of the Lenders have
entered into that certain Credit Agreement dated as of August 7, 1998, as
amended by Amendment No. 1 to Credit Agreement dated as of August 5, 1999 (as so
amended, the "Existing Credit Agreement"), pursuant to which the Lenders have
made available to the Borrowers revolving credit and term loan facilities, as
evidenced under the US Facility (as hereinafter defined) by the promissory notes
delivered in connection with the Existing Credit Agreement (the "Existing
Notes"); and



                                       2
<PAGE>   9

         WHEREAS, Bank of America, N.A. has resigned as Australian Facility
Agent under the Existing Credit Agreement and has been replaced by Bank One, NA,
Australia Branch; and

         WHEREAS, Bank of America Canada has resigned as Canadian Facility Agent
under the Existing Credit Agreement and has been replaced by Bank One Canada;
and

         WHEREAS, the Borrower has requested that the Lenders amend and restate
the Existing Credit Agreement; and

         WHEREAS, subject to the terms and conditions herein stated, the Agents
and the Lenders are willing to amend and restate the Existing Credit Agreement
and to continue to make certain credit facilities available to the Borrower upon
the terms and conditions set forth herein;.

         NOW, THEREFORE, in consideration of the mutual covenants and the
fulfillment of the conditions set forth herein, and intending to be legally
bound, the parties hereto do hereby agree that the Existing Credit Agreement is
amended and restated in its entirety as follows:


                                    ARTICLE I
                             Definitions and Terms

         1.01 Definitions. For the purposes of this Agreement, in addition to
the definitions set forth above, the following terms shall have the respective
meanings set forth below:

                  "Advance" means a US Facility Advance, a UK Facility Advance,
         a Canadian Facility Advance or an Australian Facility Advance, as the
         case may be.

                  "Affected Loans" shall have the meaning therefor set forth in
         Section 6.04.

                  "Affected Type" shall have the meaning therefor-set forth in
         Section 6.04.

                  "Affiliate" means any Person (i) which directly or indirectly
         through one or more intermediaries controls, or is controlled by, or is
         under common control with, the Company; or (ii) which beneficially owns
         or holds 10% or more of any class of the outstanding Voting Stock of
         the Company; or (iii) 10% or more of any class of the outstanding
         Voting Stock (or in the case of a Person which is not a corporation,
         10% or more of the equity or other ownership interest) of which is
         beneficially owned or held by the Company. The term "control" means the
         possession, directly or indirectly, of the power to direct or cause the
         direction of the management and policies of a Person, whether through
         ownership of Voting Stock, by contract or otherwise.

                  "Aggregate Commitment" means, with respect to any Lender, its
         US Facility Commitment and, as applicable, the US Dollar Equivalent
         Amount of the sum of its UK Facility Commitment, its Canadian Facility
         Commitment and its Australian Facility Commitment.



                                       3
<PAGE>   10

                  "Aggregate Credit Exposure" shall have the meaning therefor
         set forth in the definition of "Credit Exposure."

                  "Aggregate Facility Credit Exposure" shall have the meaning
         therefor set forth in the definition of "Facility Credit Exposure."

                  "Applicable Base Rate" means (i) with respect to all matters
         involving the US Facility, the US Facility Base Rate, (ii) with respect
         to all matters involving the Canadian Facility, the Canadian Facility
         Base Rate, and (iii) with respect to all matters involving the
         Australian Facility, the Australian Facility Base Rate.

                  "Applicable Base Rate Loan" means a Loan bearing interest at
         an Applicable Base Rate.

                  "Applicable Borrowers" means (i) with respect to all matters
         involving the US Facility, the US Facility Borrower, (ii) with respect
         to all matters involving the UK Facility, the UK Facility Borrowers,
         (iii) with respect to all matters involving the Canadian Facility, the
         Canadian Facility Borrower, and (iv) with respect to all matters
         involving the Australian Facility, the Australian Facility Borrowers.

                  "Applicable Commitment Percentage" means, for each Lender,
         with respect to the Obligations hereunder arising in connection with
         each separate Facility and the Total Facilities, a fraction (expressed
         as a percentage), the numerator of which shall be the amount of such
         Lender's Aggregate Commitment and the denominator of which shall be the
         Total Commitment, each as of the date of determination, which
         Applicable Commitment Percentage for each Lender as of the Closing Date
         is as set forth in Exhibit A attached hereto and incorporated herein by
         reference; provided that the Applicable Commitment Percentages of each
         Lender shall be increased or decreased to reflect any assignments to or
         by such Lender effected in accordance with Section 13.01 hereof.

                  "Applicable Currency" means (i) with respect to the US
         Facility, US Dollars, (ii) with respect to the UK Facility, British
         Pounds Sterling or, if the context requires either French Francs or
         euro, (iii) with respect to the Canadian Facility, Canadian Dollars and
         (iv) with respect to the Australian Facility, Australian Dollars or, if
         the context requires, New Zealand Dollars.

                  "Applicable Facility Agent" means (i) with respect to all
         matters involving the US Facility, the US Facility Agent, (ii) with
         respect to all matters involving the UK Facility, the UK Facility
         Agent, (iii) with respect to all matters involving the Canadian
         Facility, the Canadian Facility Agent and (iv) with respect to all
         matters involving the Australian Facility, the Australian Facility
         Agent.

                  "Applicable Facility Commitment" means, with respect to any
         Lender and any Facility, the obligation of such Lender to incur
         Facility Credit Exposure as an Applicable Lender or Participant in such
         Facility, as applicable, up to an aggregate principal amount




                                       4
<PAGE>   11

         at any time outstanding equal to the product of such Lender's
         Applicable Commitment Percentage multiplied by the Applicable Total
         Facility Commitment, as the same may be increased or decreased from
         time to time pursuant to this Agreement.

                  "Applicable Fronting Commitment" means, for any Lender, (i)
         with respect to the US Facility, such Lender's US Facility Fronting
         Commitment, if any, (ii) with respect to the UK Facility, such Lender's
         UK Facility Fronting Commitment, if any, (iii) with respect to the
         Canadian Facility, such Lender's Canadian Facility Fronting Commitment,
         if any, and (iv) with respect to the Australian Facility, such Lender's
         Australian Facility Fronting Commitment, if any.

                  "Applicable Fronting Percentage" means (i) for each US
         Facility Lender, with respect to the Obligations hereunder arising in
         connection with the US Facility, a fraction (expressed as a
         percentage), the numerator of which shall be the amount of its US
         Facility Fronting Commitment and the denominator of which shall be the
         Total US Facility Commitment, each as of the date of determination,
         which Applicable Fronting Percentage for each US Facility Lender as of
         the Closing Date is as set forth in Exhibit A attached hereto and
         incorporated herein by this reference; (ii) for each UK Facility
         Lender, with respect to the Obligations hereunder arising in connection
         with the UK Facility, a fraction (expressed as a percentage), the
         numerator of which shall be the amount of its UK Facility Fronting
         Commitment and the denominator of which shall be the Total UK Facility
         Commitment, each as of the date of determination, which Applicable
         Fronting Percentage for each UK Facility Lender as of the Closing Date
         is as set forth in Exhibit A attached hereto and incorporated herein by
         this reference; (iii) for each Canadian Facility Lender, with respect
         to the Obligations hereunder arising in connection with the Canadian
         Facility, a fraction (expressed as a percentage), the numerator of
         which shall be the amount of its Canadian Facility Fronting Commitment
         and the denominator of which shall be the Total Canadian Facility
         Commitment, each as of the date of determination, which Applicable
         Fronting Percentage for each Canadian Facility Lender as of the Closing
         Date is as set forth in Exhibit A attached hereto and incorporated
         herein by this reference; and (iv) for each Australian Facility Lender,
         with respect to the Obligations hereunder arising in connection with
         the Australian Facility, a fraction (expressed as a percentage), the
         numerator of which shall be the amount of its Australian Facility
         Fronting Commitment and the denominator of which shall be the Total
         Australian Facility Commitment, each as of the date of determination,
         which Applicable Fronting Percentage for each Australian Facility
         Lender as of the Closing Date is as set forth in Exhibit A attached
         hereto and incorporated herein by this reference; provided that the
         Applicable Fronting Percentages of each Lender shall be increased or
         decreased to reflect any assignments to or by such Lender effected in
         accordance with Section 13.01 hereof.

                  "Applicable Lenders" means (i) with respect to all matters
         involving the US Facility, the US Facility Lenders, (ii) with respect
         to all matters involving the UK Facility, the UK Facility Lenders,
         (iii) with respect to all matters involving the Canadian Facility, the
         Canadian Facility Lenders, and (iv) with respect to all matters
         involving the Australian Facility, the Australian Facility Lenders.



                                       5
<PAGE>   12

                  "Applicable Lending Office" means, for each Lender and for
         each Type and Applicable Currency of Loan, the "Lending Office" of such
         Lender (or of an affiliate of such Lender) designated for such Type and
         Applicable Currency of Loan on the signature pages hereof or in an
         Assignment and Acceptance, or such other office of such Lender (or an
         affiliate of such Lender) as such Lender may from time to time specify
         to the Applicable Facility Agent and the Applicable Borrowers by
         written notice in accordance with the terms hereof as the office by
         which its Loans of such Type and Applicable Currency are to be made and
         maintained.

                  "Applicable Margin" means (i) for purposes of calculating the
         applicable interest rate for any Interest Period for each Offshore Rate
         Loan, and the applicable Facility Fee, under each of the UK Facility
         and the Australian Facility, and the applicable interest rate for any
         Interest Period for each Canadian Facility BA Rate Loan, and the
         applicable Facility Fee, under the Canadian Facility Full Maturity
         Tranche, that percent per annum set forth below opposite the Applicable
         Debt Rating Level (as hereinafter defined) as determined from the
         rating assigned to each class of long term senior unsecured
         indebtedness of the Company (the "Rated Debt") by S&P and Moody's (the
         "Debt Rating"), which shall be effective on the Closing Date and is
         thereafter subject to change beginning on the effective date of a
         change in the Applicable Debt Rating Level (the "Debt Rating Date"),
         and which shall continue until, but not including, the immediate next
         Debt Rating Date:

<TABLE>
<CAPTION>
                                   Applicable                 Applicable Margin      Applicable Margin for
                                Debt Rating Level                for Loans               Facility Fees
                             -----------------------          -----------------      ---------------------
           Level             S&P             Moody's
           -----             ---             -------
<S>                    <C>                <C>               <C>                    <C>
           I            A or higher        A2 or higher              .190%                    .085%
           II           A-                 A3                        .225%                    .10%
           III          BBB+               Baa1                      .275%                    .125%
           IV           BBB                Baa2                      .375%                    .175%
           V            BBB- or lower      Baa3 or lower             .550%                    .250%
</TABLE>

         ; and (ii) for purposes of calculating the applicable interest rate for
         any Interest Period for each Eurodollar Rate Loan, and the applicable
         Facility Fee, under the US Facility, and the applicable interest rate
         for any Interest Period for each Canadian Facility BA Rate Loan, and
         the applicable Facility Fee, under the Canadian Facility Renewable
         Tranche, that percent per annum set forth below opposite the Applicable
         Debt Rating Level, which shall be effective on the Closing Date and is
         thereafter subject to change on each Debt Rating Date, and which shall
         continue until, but not including, the immediate next Debt Rating Date:



                                       6
<PAGE>   13




<TABLE>
<CAPTION>
                             Applicable                 Applicable Margin      Applicable Margin for
                        Debt Rating Level                   For Loans              Facility Fees
                      ------------------------          -----------------      ---------------------
<S>              <C>                <C>                <C>                    <C>
        Level         S&P              Moody's
        -----         ---              -------
          I       A or higher        A2 or higher             .205%                    .070%
          II          A-                  A3                  .240%                    .085%
         III         BBB+                Baa1                 .300%                    .100%
          IV          BBB                Baa2                 .400%                    .150%
          V      BBB- or lower      Baa3 or lower             .575%                    .225%
</TABLE>

                  The level for determining the Applicable Margin based on the
         Debt Ratings (the "Applicable Debt Rating Level") shall be determined
         by reference to the level in the charts that contains the Debt Ratings
         assigned by both S&P and Moody's, subject to the following:

                           (i) In the event that the Debt Ratings assigned by
                  S&P and Moody's differ by one rating level, the Applicable
                  Debt Rating Level shall be determined by reference to the
                  level in the charts above having the higher assigned Debt
                  Rating without regard to the lower assigned Debt Rating.

                           (ii) In the event that the Debt Ratings assigned by
                   S&P and Moody's differ by more than one rating level, the
                   Applicable Debt Rating Level shall be determined by reference
                   to the Debt Rating which is one rating level lower than the
                   higher assigned Debt Rating without regard to the lower
                   assigned Debt Rating. By way of illustration under (i) above
                   and not limitation, if S&P assigns a rating of A - (i.e.,
                   Level II) and Moody's assigns a rating of Baa1 (i.e., Level
                   III), the Applicable Margin will be .225% (i.e., Level II);
                   if S&P assigns a rating of A (i.e., Level I) and Moody's
                   assigns a rating of Baa2 (i.e., Level IV), the Applicable
                   Margin will be .225% (i.e., Level II).

                           (iii) In the event that either S&P or Moody's (but
                  not both) shall not make a Debt Rating of any class of Rated
                  Debt, because it is no longer in the business of making Debt
                  Ratings of senior long term unsecured indebtedness of any
                  issuer or obligor, the Applicable Debt Rating Level shall be
                  determined based on the Debt Rating provided by S&P or
                  Moody's, whichever shall then maintain a current rating, of
                  the Rated Debt and the rating provided by a nationally
                  recognized securities rating agency selected by the Borrower
                  and approved by the Agent, which shall be substituted for
                  either S&P or Moody's, as the case may be (the "Alternative
                  Rating Agency"), of the Rated Debt and the Alternative Rating
                  Agency's equivalent rating levels shall be substituted for the
                  Debt Rating levels of either S&P or Moody's, whichever shall
                  no longer then make the applicable Debt Rating.




                                       7
<PAGE>   14
                           (iv) In the event that no Alternative Rating Agency
                  shall make a rating of each class of Rated Debt and (A) only
                  one of S&P or Moody's shall then make a Debt Rating, the
                  Applicable Debt Rating Level shall be determined by the Debt
                  Rating which is one level lower than the Debt Rating assigned
                  by S&P or Moody's, as applicable (e.g., if only Moody's
                  provides a Debt Rating and such Debt Rating is Level III, the
                  Applicable Debt Rating Level shall be at Level IV); or (B)
                  neither S&P nor Moody's shall then make a Debt Rating, the
                  Applicable Debt Rating Level shall be Level V.

                  The Global Agent shall notify each Facility Agent, within one
         (1) Business Day of the effectiveness of any change in the Applicable
         Margins, of such new Applicable Margin.

                  "Applicable Rate" means the applicable interest rate for any
         Fixed Rate Loan or Floating Rate Loan available in a specific Facility
         as selected by the Applicable Borrower or otherwise applicable
         hereunder.

                  "Applicable Reference Rate" means

                           (i) for any Eurodollar Rate Loan made under the US
                  Facility for any Interest Period therefor, the rate per annum
                  determined by the US Facility Agent to appear on Telerate Page
                  3750 or other appropriate Telerate Page (or any successor
                  page) as the London interbank offered rate for deposits in the
                  Applicable Currency at approximately 11:00 A.M. (London,
                  England time) two (2) Business Days prior to the first day of
                  such Interest Period for a term comparable to such Interest
                  Period. If for any reason such rate is not available, the term
                  "Applicable Reference Rate" shall mean, for any Eurodollar
                  Rate Loan for any Interest Period therefor, the rate per annum
                  determined by the US Facility Agent to appear on Reuters
                  Screen LIBO Page as the London interbank offered rate for
                  deposits in the Applicable Currency at approximately 11:00
                  A.M. (London, England time) two (2) Business Days prior to the
                  first day of such Interest Period for a term comparable to
                  such Interest Period; provided, however, if more than one rate
                  is specified on Reuters Screen LIBO Page, the applicable rate
                  shall be the arithmetic mean of all such rates; and

                           (ii) for any Offshore Rate Loan made in British
                  Pounds Sterling under the UK Facility for any Interest Period
                  therefor, the rate per annum equal to the sum of (a) LIBOR
                  plus (b) the UK Facility Mandatory Cost, in each case on the
                  first day of such Interest Period for a term comparable to
                  such Interest Period; and

                           (iii) for any Offshore Rate Loan made in French
                  Francs or euro under the UK Facility for any Interest Period
                  therefor, the rate per annum equal to LIBOR as of two (2)
                  Business Days prior to the first day of such Interest Period
                  for a term comparable to such Interest Period;



                                       8
<PAGE>   15

                           (iv) for any Offshore Rate Loan made in Australian
                  Dollars under the Australian Facility for any Interest Period
                  therefor, the rate per annum equal to the sum of (a) the
                  Australian Bank Bill Swap Reference Rate plus (b) the
                  additional costs (expressed as a percentage per annum and
                  rounded upwards, if necessary, to the nearest five decimal
                  places) to the Australian Facility Lenders of complying with
                  any reserve ratio requirement or analogous requirement of any
                  central banking or financial regulatory authority imposed in
                  respect of the funding or maintenance of the Australian
                  Facility Commitments or the Australian Facility Loans; and

                           (v) for any Offshore Rate Loan made in New Zealand
                  Dollars under the Australian Facility for any Interest Period
                  therefor, the rate per annum equal to the sum of (a) the New
                  Zealand Bank Bill Reference Rate plus (b) the additional costs
                  (expressed as a percentage per annum and rounded upwards, if
                  necessary, to the nearest five decimal places) to the
                  Australian Facility Lenders of complying with any reserve
                  ratio requirement or analogous requirement of any central
                  banking or financial regulatory authority imposed in respect
                  of the funding or maintenance of the Australian Facility
                  Commitments or the Australian Facility Loans.

                  "Applicable Reserve Requirement" means, at any time, for any
         Eurodollar Rate Loan the maximum rate at which reserves (including,
         without limitation, any marginal, special, supplemental or emergency
         reserves) are required to be maintained with respect thereto under
         regulations issued from time to time by the Board or other applicable
         banking regulator by the member banks of the Federal Reserve System
         against, "Eurocurrency liabilities" (as such term is defined in
         Regulation D). Without limiting the effect of the foregoing, the
         Applicable Reserve Requirement shall reflect any other reserves
         required to be maintained by such member banks with respect to (i) any
         category of liabilities which includes deposits by reference to which
         the applicable Eurodollar Rate or any other interest rate of a Loan is
         to be determined, or (ii) any category of extensions of credit or other
         assets which include Eurodollar Rate Loans. An Eurodollar Rate Loan
         shall be deemed to constitute Eurocurrency liabilities and as such
         shall be deemed subject to reserve requirements without benefits of
         credit for pro ration, exceptions or offsets that may be available from
         time to time to the applicable Lender. The rate of interest on
         Eurodollar Rate Loans shall be adjusted automatically on and as of the
         effective date of any change in the Applicable Reserve Requirement.

                  "Applicable Total Facility Commitment" means (i) with respect
         to the US Facility, the Total US Facility Commitment, (ii) with respect
         to the UK Facility, the Total UK Facility Commitment, (iii) with
         respect to the Canadian Facility, the Total Canadian Facility
         Commitment and (iv) with respect to the Australian Facility, the Total
         Australian Facility Commitment.

                  "Assignment and Acceptance" shall mean an Assignment and
         Acceptance substantially in the form of Exhibit B (with blanks
         appropriately filled in) delivered to




                                       9
<PAGE>   16

         the Global Agent and the Applicable Facility Agents in connection with
         an assignment of a Lender's interest in a specific Facility under this
         Agreement pursuant to Section 13.01.

                  "Australian Bank Bill Swap Reference Rate" means (i) for any
         date of determination with respect to any Interest Period for an
         Offshore Rate Loan made in Australian Dollars under the Australian
         Facility, (a) the rate (expressed as a percentage yield per annum to
         maturity) determined by the Australian Facility Agent to be the rate
         (rounded upwards, if necessary, to the nearest 0.01%) quoted as the
         average bid rate on the Reuters Monitor System page "BBSY" at or about
         10:00 A.M. (Sydney, Australia time) on the first day of such Interest
         Period for bank accepted bills having a term equal to (or no more than
         two (2) Business Days shorter or longer than) such Interest Period, or
         (b) if (x) for any reason there is no average bid rate displayed on the
         Reuters Monitor System screen BBSY page for bank accepted bills of that
         term or (y) the basis on which such rates are displayed on the Reuters
         Monitor System screen BBSY page is changed and in the opinion of
         Australian Facility Agent those rates cease to reflect the Australian
         Facility Lenders' cost of funding to the same extent as at the date of
         this Agreement, then the rate (expressed as a percentage yield per
         annum to maturity) determined by Australian Facility Agent to be the
         average of the bid rates quoted to Australian Facility Agent by three
         Australian banks selected by Australian Facility Agent at or about that
         time on that day for the purchase of bills accepted by such banks
         having a face value amount equal to the principal amount of such
         Australian Facility Loan and a term as described in clause (i)(a) of
         this definition; provided that such buying rates must be for bills of
         exchange which are accepted by an Australian bank selected by
         Australian Facility Agent and which have a term equivalent to the
         relevant Interest Period; or (ii) for any date of determination for
         purposes of determining the Australian Facility Base Rate for an
         Offshore Rate Loan made in Australian Dollars under the Australian
         Facility, or in the event the Australian Bank Bill Swap Reference Rate
         cannot be determined as described in clause (i) of this definition, the
         rate determined by Australian Facility Agent to be the arithmetic mean
         (rounded upwards to the nearest 1/16th of one percent) of the rates, as
         supplied to Australian Facility Agent at its request, quoted by the
         Australian Facility Lenders to leading banks in the Australian
         interbank market at or about 10:00 A.M. (Sydney, Australia time) on
         such date for the offering of overnight deposits in Australian Dollars.

                  "Australian Dollar Equivalent Amount" means, with respect to a
         specified amount of New Zealand Dollars, the amount of Australian
         Dollars into which such amount of New Zealand Dollars would be
         converted, based on the applicable Spot Rate of Exchange.

                  "Australian Dollar Fronting Commitment" means, with respect to
         each Australian Facility Lender, at any date of determination, the
         obligation of such Lender to make Loans in Australian Dollars to the
         Australian Facility Borrowers on behalf of all the Lenders up to an
         aggregate principal amount at any one time outstanding equal to the
         product of such Lender's Applicable Fronting Percentage for the
         Australian Facility multiplied by the Total Australian Dollar
         Commitment as of such date, as such fronting




                                       10
<PAGE>   17

         commitment may be increased or decreased from time to time pursuant to
         this Agreement.

                  "Australian Dollar Outstandings" means, at any date of
         determination, that portion of the Australian Facility Outstandings
         representing the aggregate principal amount of all Australian Facility
         Loans outstanding in Australian Dollars.

                  "Australian Dollars" or "AUS $" means the lawful currency of
         Australia.

                  "Australian Facility" means the facility described in Article
         V hereof providing for Loans to the Australian Facility Borrowers by
         the Australian Facility Lenders in the aggregate principal amount of
         the Total Australian Facility Commitment.

                  "Australian Facility Advance" means a borrowing under the
         Australian Facility consisting of the aggregate principal amount of an
         Australian Facility Base Rate Loan or Offshore Rate Loan, as the case
         may be.

                  "Australian Facility Agent" shall have the meaning therefor
         set forth in the introduction hereto.

                  "Australian Facility Base Rate" means, for any day, the rate
         per annum equal to the Australian Bank Bill Swap Reference Rate in
         effect on such day for one-day borrowings in Australian Dollars.

                  "Australian Facility Base Rate Loan" means a Loan for which
         the rate of interest is determined by reference to the Australian
         Facility Base Rate.

                  "Australian Facility Borrowers" shall have the meaning
         therefor set forth in the introduction hereto.

                  "Australian Facility Commitment" means, with respect to any
         Lender, such Lender's Applicable Facility Commitment for the Australian
         Facility.

                  "Australian Facility Fronting Commitment" means, with respect
         to each Australian Facility Lender, the obligation of such Lender to
         make Loans to the Australian Facility Borrowers on behalf of all the
         Lenders up to an aggregate principal amount at any one time outstanding
         equal to the product of such Lender's Applicable Fronting Percentage
         for the Australian Facility multiplied by the Total Australian Facility
         Commitment, as such fronting commitment may be increased or decreased
         from time to time pursuant to this Agreement, and shall consist of (but
         not be equal to the sum of the aggregate of) such Lender's Australian
         Dollar Fronting Commitment and its New Zealand Dollar Fronting
         Commitment.

                  "Australian Facility Lenders" means those Lenders identified
         in the introduction hereto with respect to their making Australian
         Facility Loans on behalf of all the Lenders.



                                       11
<PAGE>   18

                  "Australian Facility Loans" means Loans, both Australian
         Facility Base Rate Loans and Offshore Rate Loans, made by the
         Australian Facility Lenders pursuant to Section 5.01 hereof.

                  "Australian Facility Maximum Amount" means, with respect to
         each Australian Facility Borrower, 95% of the amount by which the fair
         value of its assets (determined at the lesser of fair valuation and
         present fair saleable value on an orderly basis) is in excess of the
         total amount of its liabilities, including without limitation
         Contingent Obligations, as of the Closing Date; provided, however, that
         if the calculation of Australian Facility Maximum Amount in the manner
         provided above as of the date payment is required of such Australian
         Facility Borrower pursuant to Article V would result in a greater
         positive number, then the Australian Facility Maximum Amount shall be
         such greater positive number.

                  "Australian Facility New Zealand Dollar Tranche" means the
         facility described in Article V hereof providing for Loans funded in
         New Zealand Dollars to the Australian Facility Borrowers by the
         Australian Facility Lenders in an aggregate principal amount not to
         exceed the Total New Zealand Dollar Commitment.

                  "Australian Facility Outstandings" means, at any date of
         determination, the Australian Dollar Outstandings plus the New Zealand
         Dollar Outstandings.

                  "Authorized Representative" means in the case of each of the
         Company and the US Facility Borrower, the UK Facility Borrowers, the
         Canadian Facility Borrower and the Australian Facility Borrowers, any
         of those persons listed as such on Schedule 1.01 attached hereto, or
         any other person expressly designated by the Board of Directors (or the
         appropriate committee thereof) of the Company as an Authorized
         Representative for purposes of this Agreement, as set forth from time
         to time in a certificate in the form attached hereto as Exhibit C.

                  "BAIL" shall have the meaning therefor set forth in the
         introduction hereto.

                  "Bank of America" means Bank of America, N.A., a national
         banking association.

                  "Bank One Canada" shall have the meaning therefor set forth in
         the introduction hereto.

                  "Board" means the Board of Governors of the Federal Reserve
         System (or any successor body).

                  "Borrowing Notice" means the request of the Authorized
         Representative of a Borrower to obtain an Advance or to elect a
         subsequent Interest Period for or Convert a Loan or Loans of any Type
         hereunder, as the obtaining of such Advance, such election or
         Conversion of such Loan or Loans shall be otherwise permitted herein.
         Any Borrowing Notice shall be binding on and irrevocable by a Borrower
         and shall be in writing and signed by the Authorized Representative of
         such Borrower in the form attached hereto as




                                       12
<PAGE>   19

         Exhibit D-1 for US Facility Loans, Exhibit D-2 for UK Facility Loans,
         Exhibit D-3 for Canadian Facility Loans and Exhibit D-4 for Australian
         Facility Loans, as the case may be.

                  "British Pounds Sterling" means the lawful currency of the
         United Kingdom of Great Britain and Northern Ireland and is subject to
         Section 6.09.

                  "British Pounds Sterling Fronting Commitment" means, with
         respect to each UK Facility Lender, at any date of determination, the
         obligation of such Lender to make Loans in British Pounds Sterling to
         the UK Facility Borrowers on behalf of all the Lenders up to an
         aggregate principal amount at any one time outstanding equal to the
         product of such Lender's Applicable Fronting Percentage for the UK
         Facility multiplied by the Total British Pounds Sterling Commitment as
         of such date, as such fronting commitment may be increased or decreased
         from time to time pursuant to this Agreement.

                  "British Pounds Sterling Outstandings" means, at any date of
         determination, that portion of the UK Facility Outstandings
         representing the aggregate principal amount of all UK Facility Loans
         outstanding in British Pounds Sterling.

                  "Business Day" means (i) with respect to all notices,
         determinations, fundings and payments in connection with US Facility
         Loans or not related to any particular Facility, or with respect to all
         notices, determinations, fundings and payments involving the Global
         Agent, any day excluding Saturday, Sunday and any day which is a legal
         holiday under the laws of the States of New York or Ohio or is a day on
         which banking institutions located in either such state are authorized
         or required by law or other governmental action to close, (ii) with
         respect to all notices, determinations, fundings and payments in
         connection with UK Facility Loans, any day on which banking
         institutions located in England are generally open for business, and
         which is a day on which dealings in the Applicable Currency are carried
         on, and with respect to notices, determinations, fundings and payments
         in or pertaining to euro, any day on which TARGET (Trans-European
         Automated Real-time gross settlement Express Transfer system) or any
         successor thereto is scheduled to be open for business; (iii) with
         respect to all notices, determinations, fundings and payments in
         connection with Canadian Facility Loans, any day, other than a
         Saturday, Sunday or other day on which commercial banks in New York
         City or San Francisco and in Toronto, Canada are authorized or required
         by law to close; (iv) with respect to all notices, determinations,
         fundings and payments in connection with Australian Facility Loans, any
         day, excluding Saturday, Sunday and any day which is a legal holiday
         under the laws of the Province of New South Wales, Australia or is a
         day on which banking institutions located in such Province are
         authorized or required by law or other governmental action to close,
         which is a day on which dealings in the Applicable Currency are carried
         on and on which commercial banks are open for business in, and on which
         dealings in Australian Dollars are carried on in, Hong Kong; and (v)
         with respect to all notices, determinations, fundings and payments in
         connection with any Eurodollar Rate Loan or Offshore Rate Loan, any day
         that is a Business Day described above for the applicable Facility and
         that is also a day




                                       13
<PAGE>   20

         for trading by and between banks in the Applicable Currency in the
         applicable interbank Eurodollar Rate market or Offshore Rate market, as
         applicable.

                  "Canadian Dollars" or "CAN $" means the lawful currency of
         Canada.

                  "Canadian Facility" means the facility described in Article IV
         hereof providing for Loans to the Canadian Facility Borrower by the
         Canadian Facility Lenders in the aggregate principal amount of the
         Total Canadian Facility Commitment.

                  "Canadian Facility Advance" means a borrowing under the
         Canadian Facility Full Maturity Tranche or the Canadian Facility
         Renewable Tranche consisting of the aggregate principal amount of a
         Canadian Facility Base Rate Loan or Canadian Facility BA Rate Loan, as
         the case may be.

                  "Canadian Facility Agent" shall have the meaning therefor set
         forth in the introduction hereto.

                  "Canadian Facility BA Rate" means, for any Interest Period for
         a Canadian Facility BA Rate Loan, the rate of interest per annum
         (rounded upwards, if necessary, to the next higher 1/100 of 1%) equal
         to the market bid rate determined by the Canadian Facility Agent for
         banker's acceptances (with a tenor comparable to such Interest Period
         and in an amount comparable to the Canadian Facility BA Rate Loan of
         Bank One Canada for such Interest Period) accepted by Bank One Canada
         on the first day of such Interest Period.

                  "Canadian Facility BA Rate Loan" means a Canadian Facility
         Loan for which the rate of interest is determined by reference to the
         Canadian Facility Fixed BA Rate.

                  "Canadian Facility Base Rate" means, for any day, for Canadian
         Facility Loans made by Canadian Facilities Lenders, the higher of (i)
         0.50% per annum above the average 30 day bankers' acceptance rate as
         quoted on Reuters Service Page CDOR determined at 10:00 A.M. (Toronto,
         Canada time) on such day and (ii) that annual rate of interest
         designated by Bank One Canada as its "prime rate" and established and
         announced by Bank One Canada from time to time at its offices in
         Toronto, Canada as the reference rate for demand loans in Canadian
         Dollars made in Canada (the "prime rate" and other rates referred to
         above are rates set by Bank One Canada based upon various factors
         including Bank One Canada's costs and desired return, general economic
         conditions and other factors, and is used as a reference point for
         pricing some loans, which may be priced at, above or below such
         announced rate). Any change in the reference rate announced by Bank One
         Canada shall take effect at the opening of business on the day
         specified in the public announcement of such change.

                  "Canadian Facility Base Rate Loan" means a Loan for which the
         rate of interest is determined by reference to the Canadian Facility
         Base Rate.



                                       14
<PAGE>   21

                  "Canadian Facility Borrower" shall have the meaning therefor
         set forth in the introduction hereto.

                  "Canadian Facility Commitment" means, with respect to any
         Lender, such Lender's Applicable Facility Commitment for the Canadian
         Facility.

                  "Canadian Facility Fixed BA Rate" means, for any Interest
         Period for any Canadian Facility BA Rate Loan, the rate of interest per
         annum equal to the sum of the BA Rate for such Loan plus the Applicable
         Margin.

                  "Canadian Facility Fronting Commitment" means, with respect to
         each Canadian Facility Lender, the sum of its Canadian Facility
         Renewable Tranche Fronting Commitment and its Canadian Facility Full
         Maturity Tranche Fronting Commitment.

                  "Canadian Facility Full Maturity Tranche" means the facility
         described in Article IV hereof providing for Canadian Facility Loans to
         the Canadian Facility Borrower by the Canadian Facility Lenders from
         the Closing Date until the Total Facility Termination Date in the
         aggregate principal amount of the Canadian Facility Full Maturity
         Tranche Commitment.

                  "Canadian Facility Full Maturity Tranche Commitment" means
         that portion of the Total Canadian Facility Commitment providing for
         Canadian Facility Loans to the Canadian Facility Borrower by the
         Canadian Facility Lenders in the aggregate principal amount equal to
         CAN $52, 500,000.

                  "Canadian Facility Full Maturity Tranche Outstandings" means,
         at any date of determination, that portion of the Canadian Facility
         Outstandings representing the aggregate principal amount of all
         Canadian Facility Loans outstanding under the Canadian Facility Full
         Maturity Tranche.

                  "Canadian Facility Full Maturity Tranche Fronting Commitment"
         means, with respect to each Canadian Facility Lender, the obligation of
         such Lender to make or Continue Loans to the Canadian Facility Borrower
         on behalf of all the Lenders up to an aggregate principal amount at any
         one time outstanding equal to the product of such Lender's Applicable
         Fronting Commitment for the Canadian Facility multiplied by the
         Canadian Facility Full Maturity Tranche Commitment, as such fronting
         commitment may be increased or decreased from time to time pursuant to
         this Agreement.

                  "Canadian Facility Lenders" means those Lenders identified in
         the introduction hereto with respect to their making Canadian Facility
         Loans on behalf of all the Lenders.

                  "Canadian Facility Loans" means Loans, both Canadian Facility
         Base Rate Loans and Canadian Facility BA Rate Loans, made by the
         Canadian Facility Lenders pursuant to Article IV hereof.




                                       15
<PAGE>   22

                  "Canadian Facility Outstandings" means, at any date of
         determination, the aggregate principal amount of all Canadian Facility
         Loans then outstanding.

                  "Canadian Facility Renewable Tranche" means the facility
         described in Article IV hereof providing for Canadian Facility Loans to
         the Canadian Facility Borrower by the Canadian Facility Lenders from
         the Closing Date until the Canadian Facility Renewable Tranche
         Termination Date in the aggregate principal amount of the Canadian
         Facility Renewable Tranche Commitment.

                  "Canadian Facility Renewable Tranche Commitment" means that
         portion of the Total Canadian Facility Commitment providing for
         Canadian Facility Loans to the Canadian Facility Borrower by the
         Canadian Facility Lenders in the aggregate principal amount equal to
         (i) as of the Closing Date, CAN $52,500,000, and (ii) as of any
         subsequent date of determination thereof, such amount set forth in (i)
         above as the same may be reduced from time to time pursuant to Section
         4.12 hereof.

                  "Canadian Facility Renewable Tranche Extension Date" means
         August 2, 2001 and each date thereafter to which the Canadian Facility
         Renewable Tranche Termination Date has been extended, if any, pursuant
         to Section 4.12 hereof, but in no event later than the Total Facility
         Termination Date.

                  "Canadian Facility Renewable Tranche Fronting Commitment"
         means, with respect to each Canadian Facility Lender, the obligation of
         such Lender to make or Continue Loans to the Canadian Facility Borrower
         on behalf of all the Lenders up to an aggregate principal amount at any
         one time outstanding equal to the product of such Lender's Applicable
         Fronting Commitment for the Canadian Facility multiplied by the
         Canadian Facility Renewable Tranche Commitment, as such fronting
         commitment may be increased or decreased from time to time pursuant to
         this Agreement.

                  "Canadian Facility Renewable Tranche Outstandings" means, at
         any date of determination, that portion of the Canadian Facility
         Outstandings representing the aggregate principal amount of all
         Canadian Facility Loans outstanding under the Canadian Facility
         Renewable Tranche.

                  "Canadian Facility Renewable Tranche Termination Date" means
         the earlier of (i) August 2, 2001, or such later date with respect to
         the Unutilized Canadian Facility Renewable Tranche Commitment as the
         Canadian Facility Borrower and the Lenders shall agree in writing
         pursuant to Section 4.12 hereof, or (ii) the Total Facility Termination
         Date.

                  "Canadian Facility Term Loan" shall have the meaning
         therefor-set forth in Section 4.13.

                  "Canadian Facility Term Loan Facility" means the facility
         described in Section 4.13 hereof providing for the conversion of
         Canadian Facility Renewable Tranche




                                       16
<PAGE>   23

         Outstandings on each Canadian Facility Renewable Tranche Extension Date
         to Canadian Facility Term Loans.

                  "Canadian Facility Term Loan Outstandings" means, at any date
         of determination, that portion of the Canadian Facility Outstandings
         representing the aggregate principal amount of all Canadian Facility
         Loans outstanding under the Canadian Term Loan Facility.

                  "Canadian Overnight Rate" means the rate of interest per annum
         determined by the Canadian Facility Agent at its head office in
         Toronto, Canada from time to time at which overnight deposits in
         Canadian Dollars, in an amount approximately equal to the amount with
         respect to which such rate is being determined, would be offered for
         such day by the Canadian Facility Agent to major banks in the Canadian
         interbank market. The Canadian Overnight Rate for any day which is not
         a Business Day shall be the Canadian Overnight Rate for the preceding
         Business Day.

                  "Capital Leases" means all leases which have been or should be
         capitalized in accordance with Generally Accepted Accounting Principles
         as in effect from time to time including Statement No. 13 of the
         Financial Accounting Standards Board and any successor thereof.

                  "Change of Control" means, at any time:

                           (A)      with respect to the Company:

                                    (i) any "person" or "group" (each as used in
                           Sections 13(d)(3) and 14(d)(2) of the Exchange Act)
                           either (A) becomes the "beneficial owner" (as defined
                           in Rule 13d-3 of the Exchange Act), directly or
                           indirectly, of Voting Stock of the Company (or
                           securities convertible into or exchangeable for such
                           Voting Stock) representing 20% or more of the
                           combined voting power of all Voting Stock of the
                           Company (on a fully diluted basis) or (B) otherwise
                           has the ability, directly or indirectly, to elect a
                           majority of the board of directors of the Company; or

                                    (ii) during any period of up to 24
                           consecutive months, commencing on the Closing Date,
                           individuals who at the beginning of such 24-month
                           period were directors of the Company shall cease for
                           any reason (other than the death, disability or
                           retirement) to constitute a majority of the board of
                           directors of the Company; and

                           (B) with respect to any Borrower other than the
                  Company, such Borrower ceases for any reason to be a wholly
                  owned Subsidiary of the Company.

                  "Closing Date" means the date as of which this Agreement is
         executed by the Borrowers, the Lenders and the Agents and on which the
         conditions set forth in Section 7.01 hereof have been satisfied.



                                       17
<PAGE>   24

                  "Code" means the Internal Revenue Code of 1986, as amended,
         and any regulations promulgated thereunder.

                  "Commitment" means, for any Lender, any of the Australian
         Facility Commitment, Canadian Facility Commitment, UK Facility
         Commitment and US Facility Commitment, as applicable.

                  "Company" shall have the meaning therefor set forth in the
         introduction hereto.

                  "Consistent Basis" in reference to the application of
         Generally Accepted Accounting Principles means the accounting
         principles observed in the period referred to are comparable in all
         material respects to those applied in the preparation of the audited
         financial statements of the Company referred to in Section 8.02(b)(i)
         hereof.

                  "Consolidated EBIT" means, with respect to the Company and its
         Subsidiaries for the Four-Quarter Period ended on or immediately
         preceding the date of computation thereof, the sum of, without
         duplication, (i) Consolidated Net Income during such period, plus (ii)
         Consolidated Interest Expense during such period, (iii) plus taxes paid
         on income during such period, all determined on a consolidated basis in
         accordance with Generally Accepted Accounting Principles applied on a
         Consistent Basis.

                  "Consolidated Funded Indebtedness" means all Indebtedness for
         Money Borrowed of the Company and its Subsidiaries, all determined on a
         consolidated basis in accordance with Generally Accepted Accounting
         Principles applied on a Consistent Basis.

                  "Consolidated Interest Expense" means, with respect to any
         period of computation thereof, the gross interest expense of the
         Company and its Subsidiaries, including without limitation (i) the
         amortization of debt discounts, (ii) the amortization of all reserves
         and fees payable in connection with the incurrence of Indebtedness to
         the extent included in interest expense and (iii) the portion of any
         liabilities incurred in connection with Capital Leases allocable to
         interest expense, all determined on a consolidated basis in accordance
         with Generally Accepted Accounting Principles applied on a Consistent
         Basis.

                  "Consolidated Net Income" means, with respect to any period of
         computation thereof, the gross revenues of the Company and its
         Subsidiaries less all operating and non-operating expenses thereof
         including taxes on income, all determined on a consolidated basis in
         accordance with Generally Accepted Accounting Principles applied on a
         Consistent Basis; but excluding as income: (i) gains on the sale,
         conversion or other disposition of capital assets, (ii) gains on the
         acquisition, retirement, sale or other disposition of capital stock and
         other securities of the Company or any Subsidiary, (iii) gains on the
         collection of proceeds of life insurance policies, (iv) any write-up of
         any asset, and (v) any other gain or credit of an extraordinary nature
         as determined in




                                       18
<PAGE>   25

         accordance with Generally Accepted Accounting Principles applied on a
         Consistent Basis.

                  "Consolidated Shareholders' Equity" means, at any time as of
         which the amount thereof is to be determined, the sum of the following
         in respect of the Company and its Subsidiaries (determined on a
         consolidated basis and excluding intercompany items among the Company
         and its Subsidiaries and any upward adjustment after the Closing Date
         due to revaluation of assets): (i) the amount of issued and outstanding
         share capital, plus (ii) the amount of additional paid-in capital and
         retained income (or, in the case of a deficit, minus the amount of such
         deficit), plus (iii) the amount of any foreign currency translation
         adjustment (if positive, or, if negative, minus the amount of such
         translation adjustment) minus (iv) the absolute value of any treasury
         stock, all determined in accordance with Generally Accepted Accounting
         Principles applied on a Consistent Basis.

                  "Consolidated Total Capitalization" means the sum of
         Consolidated Shareholders' Equity and Consolidated Funded Indebtedness.

                  "Contingent Obligation" of any Person means all contingent
         liabilities required (or which, upon the creation or incurring thereof,
         would be required) to be included in the consolidated financial
         statements (including footnotes) of such Person in accordance with
         Generally Accepted Accounting Principles applied on a Consistent Basis,
         including Statement No. 5 of the Financial Accounting Standards Board,
         and any obligation of such Person guaranteeing or in effect
         guaranteeing any Indebtedness, dividend or other obligation of any
         other Person (the "primary obligor") in any manner, whether directly or
         indirectly, including obligations of such Person however incurred:

                           (1) to purchase such Indebtedness or other obligation
                  or any property or assets constituting security therefor;

                           (2) to advance or supply funds in any manner (i) for
                  the purchase or payment of such Indebtedness or other
                  obligation, or (ii) to maintain a minimum working capital, net
                  worth or other balance sheet condition or any income statement
                  condition of the primary obligor;

                           (3) to grant or convey any lien, security interest,
                  pledge, charge or other encumbrance on any property or assets
                  of such Person to secure payment of such Indebtedness or other
                  obligation;

                           (4) to lease property or to purchase securities or
                  other property or services primarily for the purpose of
                  assuring the owner or holder of such Indebtedness or
                  obligation of the ability of the primary obligor to make
                  payment of such Indebtedness or other obligation; or

                           (5) otherwise to assure the owner of the Indebtedness
                  or such obligation of the primary obligor against loss in
                  respect thereof.

                                       19
<PAGE>   26

         With respect to Contingent Obligations (such as litigation, guarantees
         and pension plan liabilities), such liabilities shall be computed at
         the amount which, in light of all the facts and circumstances existing
         at the time, represent the amount which can reasonably be expected to
         become an actual or matured liability.

                  "Continue", "Continuation", "Continuance" and "Continued"
         shall refer to the continuation pursuant to Sections 2.08, 3.08, 4.08
         or 5.08 hereof of a Fixed Rate Loan from one Interest Period to the
         next Interest Period.

                  "Convert", "Conversion" and "Converted" shall refer to a
         conversion pursuant to Sections 2.08, 3.08, 4.08 or 5.08 or Article VI
         of one Type of Loan into another Type of Loan.

                  "Credit Exposure" means, with respect to any Lender, the
         aggregate principal amount of all outstanding Loans under the Total
         Facilities owing to such Lender, to the extent no other Lender has
         funded and paid for a Participation in such Loans, plus all
         Participations funded and paid for by such Lender in all other Loans
         under the Total Facilities, and "Aggregate Credit Exposure" means the
         sum of all Credit Exposures of all Lenders in the Total Facilities.

                  "Debt Rating" shall have the meaning therefor set forth in the
         definition of "Applicable Margin."

                  "Debt Rating Date" shall have the meaning therefor set forth
         in the definition of "Applicable Margin."

                  "Default" means any event or condition which, with the giving
         or receipt of notice or lapse of time or both, would constitute an
         Event of Default hereunder.

                  "Default Rate" means (i) with respect to each Eurodollar Rate
         Loan, each Offshore Rate Loan and each Canadian Facility BA Rate Loan,
         until the end of the Interest Period applicable thereto, a rate of two
         percent (2%) above the Eurodollar Rate, Offshore Rate or Canadian
         Facility Fixed BA Rate applicable to such Loan, and thereafter at a
         rate of interest per annum which shall be two percent (2%) above (A) in
         the case of US Facility Loans, Canadian Facility Loans or Australian
         Facility Loans, the Applicable Base Rate, and (B) in the case of UK
         Facility Loans, the Offshore Rate determined based on successive
         Interest Periods of one (1) month each; and (ii) with respect to each
         Applicable Base Rate Loan, at a rate of interest per annum which shall
         be two percent (2%) above the Applicable Base Rate.

                  "Eligible Assignee" with respect to a specific Facility means
         (i) a Lender currently in such Facility; (ii) any other Lender, or an
         affiliate of any Lender, which, through its Applicable Lending Office,
         is capable of lending the Applicable Currency to the Applicable
         Borrowers without the imposition of any withholding or similar taxes;
         and (iii) any other Person which has and maintains an Investment Grade
         Rating and which,



                                       20
<PAGE>   27

         through its Applicable Lending Office, is capable of lending the
         Applicable Currency to the Applicable Borrowers without the imposition
         of any withholding or similar taxes and which is approved by the
         Applicable Facility Agent, the Global Agent and, unless an Event of
         Default has occurred and is continuing at the time any assignment is
         effected in accordance with Section 13.01, the Company, such approval
         not to be unreasonably withheld or delayed by the Company, the
         Applicable Facility Agent or the Global Agent and such approval to be
         deemed given by the Company if no objection is received by the
         assigning Lender, the Applicable Facility Agent and the Global Agent
         from the Company within two (2) Business Days after notice of such
         proposed assignment has been provided by the assigning Lender to the
         Company; provided, however, that neither the Company nor an affiliate
         of the Company shall qualify as an Eligible Assignee; provided further,
         however, that the Company may withhold approval hereunder in its sole
         discretion if such assignment would give rise to the payment of any
         additional costs under Article VI.

                  "Employee Benefit Plan" means (i) any employee benefit plan,
         including any Pension Plan, within the meaning of Section 3(3) of ERISA
         which (A) is maintained for employees of the Company, any of its ERISA
         Affiliates or any Subsidiary, (B) is assumed by the Company, any of its
         ERISA Affiliates or any Subsidiary, in connection with any acquisition
         of another Person or (C) has at any time been maintained for the
         employees of the Company, or any current or former ERISA Affiliate or
         any Subsidiary, or (ii) any plan, arrangement, understanding or scheme
         maintained by the Company or any Subsidiary that provides retirement,
         deferred compensation, employee or retiree medical or life insurance,
         severance benefits or any other benefit covering any employee or former
         employee and which is administered under any Foreign Benefit Law or
         regulated by any Governmental Authority other than the United States of
         America.

                  "EMU Legislation" means (a) a Treaty on European Union (the
         Treaty of Rome of March 25, 1957, as amended by the Single European Act
         1986 and the Maastricht Treaty (which was signed at Maastricht on
         February 1, 1992 and came into force on November 1, 1993)), and (b)
         legislative measures of the European Council (including without
         limitation European Council regulations) for the introduction of,
         changeover to or operation of the euro, in each case as amended or
         supplemented from time to time.

                  "Environmental Laws" means, collectively, the Comprehensive
         Environmental Response, Compensation and Liability Act of 1980, as
         amended, the Superfund Amendments and Reauthorization Act of 1986, the
         Resource Conservation and Recovery Act, the Toxic Substances Control
         Act, as amended, the Clean Air Act, as amended, the Clean Water Act, as
         amended, any other "Superfund" or "Superlien" law or any other federal
         or applicable state, local or foreign statute, law, ordinance, code,
         rule, regulation, order or decree regulating, relating to, or imposing
         liability or standards of conduct concerning, any hazardous, toxic or
         dangerous waste, substance or material, as now or at any time hereafter
         in effect.

                  "ERISA" means the Employee Retirement Income Security Act of
         1974, as amended from time to time, and any successor statute and all
         rules and regulations promulgated thereunder.



                                       21
<PAGE>   28

                  "ERISA Affiliate", as applied to the Company, means any Person
         or trade or business which is a member of a group which is under common
         control with the Company, who, together with the Company, is treated as
         a single employer within the meaning of Section 414(b), (c), (m) or (o)
         of the Code.

                  "euro" means the single official non-legacy currency
         denominated as the euro and constituting legal tender for the payment
         of public and private debts in the Participating Member States.

                  "Eurodollar Rate" means, for the Interest Period for any
         Eurodollar Rate Loan, the rate of interest per annum determined
         pursuant to the following formula:


           Eurodollar =       Applicable Reference Rate    + Applicable
                        ----------------------------------
               Rate     1 - Applicable Reserve Requirement     Margin

                  "Eurodollar Rate Loan" means a US Facility Loan for which the
         rate of interest is determined by reference to the Eurodollar Rate.

                  "euro Equivalent Amount" means, with respect to a specified
         amount of British Pounds Sterling, the amount of euro into which such
         amount of British Pounds Sterling would be converted, based on the
         applicable Spot Rate of Exchange.

                  "euro Outstandings" means, at any date of determination, that
         portion of the UK Facility Outstandings representing the Sterling
         Equivalent Amount of the aggregate principal amount of all UK Facility
         Loans outstanding in euro under the UK Facility Alternative Currency
         Tranche.

                  "Event of Default" means any of the occurrences set forth as
         such in Section 11.01 hereof and the expiration of any applicable
         notice or cure period.

                  "Facility" means any of the US Facility, UK Facility, Canadian
         Facility and Australian Facility, as the context may require.

                  "Facility Credit Exposure" means, with respect to any Lender
         and any Facility, the aggregate principal amount of all outstanding
         Loans under such Facility owing to such Lender, to the extent no other
         Lender has funded and paid for a Participation in such Loans, plus all
         Participations funded and paid for by such Lender in all other Loans
         under such Facility, and "Aggregate Facility Credit Exposure" means the
         sum of all Facility Credit Exposures of all Lenders in a specific
         Facility.

                  "Facility Fee" means that fee set forth in Sections 2.09,
         3.09, 4.09 and 5.09, respectively, payable in US Dollars for each
         separate Facility.



                                       22
<PAGE>   29

                  "Facility Participation Amount" means, with respect to a
         Lender and a specific Facility, that amount of Participations of such
         Lender in such Facility as defined in Sections 2.14, 3.13, 4.14 and
         5.13, respectively.

                  "Facility Participation Payment Date" shall have the meaning
         therefor set forth in Section 11.07.

                  "Federal Funds Effective Rate" means, for any day, the rate
         per annum equal to the weighted average of the rates on overnight
         Federal funds transactions with members of the Federal Reserve System
         arranged by Federal funds brokers on such day, as published by the
         Federal Reserve Bank of New York on the Business Day next succeeding
         such day; provided that (a) if such day is not a Business Day, the
         Federal Funds Rate for such day shall be such rate on such transactions
         on the next preceding Business Day as so published on the next
         succeeding Business Day, and (b) if no such rate is so published on
         such next succeeding Business Day, the Federal Funds Rate for such day
         shall be the average rate charged to the Applicable Facility Agent (in
         its individual capacity) on such day on such transactions as determined
         by the Applicable Facility Agent.

                  "Fiscal Year" means the 12 month period of the Company
         commencing on March 1 of each calendar year and ending on the last day
         of February of the immediately following calendar year.

                  "Fixed Rate Loan" means any or all, as the context may
         require, of Eurodollar Rate Loans, Offshore Rate Loans and Canadian
         Facility BA Rate Loans.

                  "Floating Rate Loan" means any one or more, as the context may
         require, of US Facility Base Rate Loans, Canadian Facility Base Rate
         Loans and Australian Facility Base Rate Loans.

                  "Foreign Benefit Law" means any applicable statute, law,
         ordinance, code, rule, regulation, order or decree of any foreign
         nation or any province, state, territory, protectorate or other
         political subdivision thereof regulating, relating to, or imposing
         liability or standards of conduct concerning any pension, retirement,
         health care, death, disability or other employee benefit plan.

                  "Four-Quarter Period" means a period of four full consecutive
         fiscal quarters of the Company and its Subsidiaries, taken together as
         one accounting period.

                  "French Francs" means the official legacy currency of the
         Republic of France and is subject to Section 6.09.

                  "French Franc Equivalent Amount" means, with respect to a
         specified amount of British Pounds Sterling, the amount of French
         Francs into which such amount of British Pounds Sterling would be
         converted, based on the applicable Spot Rate of Exchange.



                                       23
<PAGE>   30

                  "French Franc Outstandings" means, at any date of
         determination, that portion of the UK Facility Outstandings
         representing the Sterling Equivalent Amount of the aggregate principal
         amount of all UK Facility Loans outstanding in French Francs under the
         UK Facility Alternative Currency Tranche.

                  "Funding Bank" means, with respect to the UK Facility, (i) any
         banking institution located within France that is approved by the UK
         Facility Agent and is capable of making UK Facility Advances in French
         Francs to the UK Facility Borrowers, or (ii) any banking institution
         located within France that is approved by the UK Facility Agent and is
         capable of making UK Facility Advances in euro to the UK Facility
         Borrowers.

                  "Further Taxes" means any and all present or future taxes,
         levies, assessments, imposts, duties, deductions, fees, withholdings or
         similar charges (including, without limitation, net income taxes and
         franchise taxes), and all liabilities with respect thereto, imposed by
         any jurisdiction on account of amounts payable or paid pursuant to
         Section 6.06.

                  "GAAP" or "Generally Accepted Accounting Principles" means
         those generally accepted principles of accounting set forth in
         pronouncements of the Financial Accounting Standards Board, the
         Accounting Principles Board or the American Institute of Certified
         Public Accountants or which have other substantial authoritative
         support and are applicable in the circumstances as of the date of a
         report, as such principles are from time to time supplemented and
         amended, subject to compliance at all times with Section 1.02 hereof.

                  "Global Agent" shall have the meaning therefor set forth in
         the introduction hereto.

                  "Global Co-Syndication Agent" shall have the meaning therefor
         set forth in the introduction hereto.

                  "Governmental Authority" means any federal, state, municipal,
         national or other governmental department, commission, board, bureau,
         court, agency or instrumentality or political subdivision thereof or
         any entity or officer exercising executive, legislative, judicial,
         regulatory or administrative functions of or pertaining to any
         government or any court, in each case whether associated with a state
         of the United States, the United States, or a foreign entity or
         government.

                  "Guarantor" means the Company in its capacity as a party to
         the Guaranty.

                  "Guaranty" means the unconditional Amended and Restated
         Guaranty Agreement in favor of the Lenders in substantially the form
         attached hereto as Exhibit E delivered to the Global Agent in
         accordance with Article VII hereof pursuant to which the Guarantor
         guarantees the payment and performance of all Obligations to the
         Lenders as more specifically set forth in such Guaranty.



                                       24
<PAGE>   31

                  "Hazardous Material" means and includes any hazardous, toxic
         or dangerous waste, substance or material, the generation, handling,
         storage, disposal, treatment or emission of which is subject to any
         Environmental Law in effect on any date.

                  "Hedging Obligations" means any and all obligations of the
         Company and its Subsidiaries, whether absolute or contingent and
         howsoever and whensoever created, arising, evidenced or acquired
         (including all renewals, extensions and modifications thereof and
         substitutions therefor), under (a) any and all agreements, devices or
         arrangements designed to protect at least one of the parties thereto
         from the fluctuations of interest rates, exchange rates or forward
         rates applicable to such party's assets, liabilities or exchange
         transactions, including, but not limited to, dollar-denominated or
         cross-currency interest rate exchange agreements, forward currency
         exchange agreements, interest rate cap or collar protection agreements,
         forward rate currency or interest rate options, puts, warrants and
         those commonly known as interest rate "swap" agreements; and (b) any
         and all cancellations, buybacks, reversals, terminations or assignments
         of any of the foregoing.

                  "Indebtedness" means, with respect to any Person, all
         Indebtedness for Money Borrowed of such Person, all indebtedness of
         such Person for the acquisition of property, including the deferred
         purchase price of such property, other than purchases of products and
         merchandise in the ordinary course of business so long as payment
         therefor is due within one year, indebtedness secured by any Lien on
         the property of such Person whether or not such indebtedness is
         assumed, all liability of such Person by way of endorsements (other
         than for collection or deposit in the ordinary course of business); all
         Contingent Obligations of such Person, including the undrawn face
         amount of, and unpaid reimbursement obligations in respect of, all
         letters of credit issued for the account of such Person, obligations
         occurring under acceptance facilities and Hedging Obligations; all
         Capital Leases of such Person, and other items which in accordance with
         Generally Accepted Accounting Principles are classified as liabilities
         on a balance sheet; provided that in no event shall the term
         Indebtedness include capital stock, surplus and retained earnings,
         minority interest in the common stock of Subsidiaries, lease
         obligations (other than pursuant to Capital Leases), reserves for
         deferred income taxes and investment credits, other deferred credits
         and reserves, and deferred compensation obligations.

                  "Indebtedness for Money Borrowed" means, for any Person, (i)
         all indebtedness, obligations and liabilities of such Person for money
         borrowed which are evidenced by bonds, debentures, notes or other
         similar instruments, and (ii) all Capital Leases which have been
         capitalized in accordance with Generally Accepted Accounting
         Principles; provided, however, the term "Indebtedness for Money
         Borrowed" shall specifically exclude payroll indebtedness and trade
         indebtedness incurred in the ordinary course of business (including
         trade indebtedness through financial intermediaries) provided such
         trade indebtedness has a maturity of less than one year.

                  "Interest Period" for each Fixed Rate Loan means a period
         commencing on the date such Fixed Rate Loan is made, Continued or
         Converted and each subsequent period




                                       25
<PAGE>   32

         commencing on the last day of the immediately preceding Interest Period
         for such Fixed Rate Loan and ending, at the Applicable Borrower's
         option, for any Fixed Rate Loan, on the date one, two, three or six
         months thereafter as notified to the Applicable Facility Agent in
         compliance with the provisions of such Facility as set forth in
         Articles II, III, IV and V, respectively, by an Authorized
         Representative of such Borrower prior to the beginning of such Interest
         Period; provided, that,

                           (i) if the Authorized Representative of such Borrower
                  fails to notify the Applicable Facility Agent of the length of
                  an Interest Period in compliance with the provisions of such
                  Facility as set forth in Article II, Article III, Article IV
                  or Article V, respectively, the Fixed Rate Loan for which such
                  Interest Period was to be determined shall be deemed to be (A)
                  in the case of a US Facility Loan, Canadian Facility Loan or
                  Australian Facility Loan, an Applicable Base Rate Loan or (B)
                  in the case of a UK Facility Loan, an Offshore Rate Loan with
                  an Interest Period of one month, in each case as of the first
                  day thereof;

                           (ii) if an Interest Period would end on a day which
                  is not a Business Day, such Interest Period shall be extended
                  to the next Business Day (unless such extension would cause
                  the applicable Interest Period to end in the succeeding
                  calendar month, in which case such Interest Period shall end
                  on the next preceding Business Day);

                           (iii) there shall not be more than (A) ten (10)
                  Interest Periods in effect on any day in respect of US
                  Facility Loans, (B) ten (10) Interest Periods in effect on any
                  day in respect of UK Facility Loans, (C) ten (10) Interest
                  Periods in effect on any Canadian Facility Loans and (D) four
                  (4) Interest Periods in effect on any day in respect of
                  Australian Facility Loans;

                           (iv) any Interest Period which begins on the last
                  Business Day of a calendar month (or on a day for which there
                  is no numerically corresponding day in the calendar month at
                  the end of such Interest Period) shall end on the last
                  Business Day of a calendar month;

                           (v) no Interest Period shall extend past the Total
                  Facility Termination Date, the US Facility Revolving Credit
                  Termination Date (for US Facility Loans under the US Facility
                  Revolving Credit Facility) or the Canadian Facility Renewable
                  Tranche Termination Date (for Canadian Facility Loans under
                  the Canadian Facility Renewable Tranche).

                  "Investment Grade Rating" means a rating of BBB or higher from
         S&P and a rating of Baa2 or higher from Moody's.

                  "Lender Affiliate" means (i) with respect to the Total
         Facilities, an affiliate or agent of any Lender, which affiliate or
         agent is currently in the business of, and capable of, performing the
         duties of the Global Agent and which is approved to be a successor
         Global Agent by the Required Lenders under the Total Facilities, the
         Facility Agents and,


                                       26
<PAGE>   33

         unless an Event of Default has occurred and is continuing at the time
         any assignment is effected in accordance with Section 13.01, the
         Company, such approval not to be unreasonably withheld or delayed by
         the Company, the Required Lenders under the Total Facilities and the
         Facility Agents and such approval to be deemed given by the Company if
         no objection is received by the Required Lenders under the Total
         Facilities from the Company within two (2) Business Days after request
         for approval of the Lender Affiliate as successor Global Agent has been
         provided by the Required Lenders under the Total Facilities to the
         Company and (ii) with respect to a specific Facility, an affiliate or
         agent of any Lender currently in such Facility, which affiliate or
         agent is currently in the business of, and capable of, performing the
         duties of the Applicable Facility Agent and which is approved to be a
         successor Applicable Facility Agent by the Global Agent, the Required
         Lenders under the Applicable Facility and, unless an Event of Default
         has occurred and is continuing at the time any assignment is effected
         in accordance with Section 13.01, the Company, such approval not to be
         unreasonably withheld or delayed by the Company, the Required Lenders
         under the Applicable Facility or the Global Agent and such approval to
         be deemed given by the Company if no objection is received by the
         Global Agent from the Company within two (2) Business Days after
         request for approval of the Lender Affiliate as a successor Applicable
         Facility Agent has been provided by the Global Agent to the Company;
         provided, however, that neither the Company nor an affiliate of the
         Company shall qualify as a Lender Affiliate.

                  "Lenders" shall have the meaning therefor set forth in the
         introduction hereto.

                  "LIBOR" means, for any date of determination with respect to
         any Interest Period for an Offshore Rate Loan made under the UK
         Facility, (i) the rate per annum equal to the rate determined by the UK
         Facility Agent to be the offered rate which appears on the page of the
         Telerate Screen which displays an average British Bankers Association
         Interest Settlement Rate (such page currently being page number 3740 or
         3750) for deposits (for delivery on the first day of such period) with
         a term equivalent to such period in the Applicable Currency, determined
         as of approximately 11:00 A.M. (London, England time) on such date of
         determination, or (ii) in the event the rate referenced in the
         preceding clause (i) does not appear on such page or service or if such
         page or service shall cease to be available, the rate per annum equal
         to the rate determined by the UK Facility Agent to be the offered rate
         on such other page or other service which displays an average British
         Bankers Association Interest Settlement Rate for deposits (for delivery
         on the first day of such period) with a term equivalent to such period
         in the Applicable Currency, determined as of approximately 11:00 A.M.
         (London, England time) on such date of determination, or (iii) in the
         event the rates referenced in the preceding clauses (i) and (ii) are
         not available, the rate per annum equal to the offered quotation rate
         to first class banks in the London interbank market by Bank of America,
         N.A. for deposits (for delivery on the first day of the relevant
         period) in the Applicable Currency of amounts in Same Day Funds
         comparable to the principal amount of the UK Facility Loan of such UK
         Facility Agent for which LIBOR is then being determined with maturities
         comparable to such period as of approximately 11:00 A.M. (London,
         England time) on such date of determination.



                                       27
<PAGE>   34

                  "Lien" means any interest in property securing any obligation
         owed to, or a claim by, a Person other than the owner of the property,
         whether such interest is based on the common law, statute or contract,
         and including but not limited to the lien or security interest arising
         from a mortgage, encumbrance, pledge, security agreement, conditional
         sale or trust receipt or a lease, consignment or bailment for security
         purposes.

                  "Loan" or "Loans" means any of the Fixed Rate Loans or
         Floating Rate Loans, as the context may require.

                  "Loan Documents" means this Agreement, the Notes, the Guaranty
         and all other instruments and documents heretofore or hereafter
         executed or delivered to and in favor of any Lenders or any Agents in
         connection with the Loans made under this Agreement, as the same may be
         amended, modified or supplemented from time to time.

                  "Loan Parties" means, collectively, each Borrower and the
         Guarantor.

                  "Material Adverse Effect" means a material adverse effect on
         (i) the business, assets, operations, condition (financial or
         otherwise) or prospects of the Company and its Subsidiaries on a
         consolidated basis or (ii) the ability of any of the Loan Parties to
         perform their obligations and pay all amounts due hereunder or (iii)
         the ability of any Agent or any Lender to enforce any of their rights
         or to collect any of the Outstandings then due and payable.

                  "Moody's" means Moody's Investors Services, Inc.

                  "Multiemployer Plan" means an employee pension benefit plan
         covered by Title IV of ERISA and in respect of which the Company or any
         Subsidiary is an "employer" as described in Section 4001(b) of ERISA,
         which is also a multiemployer plan as defined in Section 4001(a)(3) of
         ERISA.

                  "National City Bank" means National City Bank, a national
         banking association.

                  "New Zealand Bank Bill Reference Rate" means (i) for any date
         of determination with respect to any Interest Period for an Offshore
         Rate Loan made in New Zealand Dollars under the Australian Facility,
         (a) the rate (expressed as a percentage yield per annum to maturity)
         determined by the Australian Facility Agent to be the arithmetic mean
         (rounded upwards, if necessary, to the nearest 0.01%) of the bid rates
         on the page entitled "BKBM" (or such supplemental or other page of the
         Reuters Monitor System for displaying quotations of New Zealand Bank
         Bills) on the Reuters Monitor Money Rates Service at or about 10:00
         A.M. (Sydney, Australia time) on the first day of such Interest Period
         for bank accepted bills having a term equal to (or no more than two (2)
         Business Days shorter or longer than) such Interest Period, or (b) if
         (x) for any reason there is no average bid rate displayed on the
         Reuters Monitor System screen page entitled BKBM for bank accepted
         bills of that term or (y) the basis on which such rates are displayed
         on the Reuters Monitor System screen page entitled BKBM is changed and
         in the opinion of Australian Facility Agent those rates cease to
         reflect the Australian Facility Lenders' cost




                                       28
<PAGE>   35

         of funding to the same extent as at the date of this Agreement, then
         the rate (expressed as a percentage yield per annum to maturity)
         determined by Australian Facility Agent to be the average of the bid
         rates quoted to Australian Facility Agent by three banks selected by
         Australian Facility Agent at or about that time on that day for the
         purchase of bills accepted by such banks having a face value amount
         equal to the principal amount of such Australian Facility Loan and a
         term as described in clause (i)(a) of this definition; provided that
         such buying rates must be for bills of exchange which are accepted by a
         bank selected by Australian Facility Agent and which have a term
         equivalent to the relevant Interest Period; or (ii) for any date of
         determination for purposes of determining the Australian Facility Base
         Rate for an Offshore Rate Loan made in New Zealand Dollars under the
         Australian Facility, or in the event the New Zealand Bank Bill
         Reference Rate cannot be determined as described in clause (i) of this
         definition, the rate determined by Australian Facility Agent to be the
         arithmetic mean (rounded upwards to the nearest 1/16th of one percent)
         of the rates, as supplied to Australian Facility Agent at its request,
         quoted by the Australian Facility Lenders to leading banks in the New
         Zealand interbank market at or about 10:00 A.M. (Sydney, Australia
         time) on such date for the offering of overnight deposits in New
         Zealand Dollars.

                  "New Zealand Dollar Equivalent Amount" means, with respect to
         a specified amount of Australian Dollars, the amount of New Zealand
         Dollars into which such amount of Australian Dollars would be
         converted, based on the applicable Spot Rate of Exchange.

                  "New Zealand Dollar Fronting Commitment" means, with respect
         to each Australian Facility Lender, the obligation of such Lender to
         make Loans in New Zealand Dollars to the Australian Facility Borrowers
         on behalf of all the Lenders up to an aggregate principal amount at any
         one time outstanding equal to the product of the Lender's Applicable
         Fronting Percentage for the Australian Facility multiplied by the Total
         New Zealand Dollar Commitment, as such fronting commitment may be
         increased or decreased from time to time pursuant to this Agreement.

                  "New Zealand Dollar Outstandings" means, at any date of
         determination, that portion of the Australian Facility Outstandings
         representing the Australian Dollar Equivalent Amount of the aggregate
         principal amount of all Australian Facility Loans outstanding in New
         Zealand Dollars under the Australian Facility New Zealand Dollar
         Tranche.

                  "New Zealand Dollars" or "NZ $" means the lawful currency of
         New Zealand.

                  "Non-Australian Lender" shall have the meaning therefor set
         forth in Section 6.06(i).

                  "Non-Canadian Lender" shall have the meaning therefor set
         forth in Section 6.06(h).

                                       29
<PAGE>   36

                  "Notes" means, collectively, the US Facility Notes and any
         promissory notes that may be issued by an Applicable Borrower and
         delivered to an Applicable Lender in a Facility other than the US
         Facility at the request of such Lender.

                  "Obligations" means the obligations, liabilities and
         Indebtedness of the Borrowers with respect to (i) the principal and
         interest on the Loans as evidenced by the Notes and on the records of
         the Applicable Facility Agents, (ii) all liabilities of any Borrower to
         any Lender or any affiliate of a Lender which arise under a Swap
         Agreement, and (iii) the payment and performance of all other fees,
         indemnities, expenses, obligations, liabilities and Indebtedness of the
         Borrowers to the Lenders or the Agents, under this Agreement, under any
         one or more of the other Loan Documents or with respect to the Loans.

                  "Offshore Currency" means any of British Pounds Sterling,
         French Francs, euro, Canadian Dollars, Australian Dollars and New
         Zealand Dollars.

                  "Offshore Rate" means, for the Interest Period for any
         Offshore Rate Loan, the rate of interest per annum determined pursuant
         to the following formula:

             Offshore Rate = Applicable Reference Rate + Applicable Margin

                  "Offshore Rate Loan" means a UK Facility Loan or Australian
         Facility Loan for which the rate of interest is determined by reference
         to the Offshore Rate.

                  "Operating Documents" means with respect to any corporation,
         limited liability company, partnership, limited partnership, limited
         liability partnership or other legally authorized incorporated or
         unincorporated entity, the bylaws, operating agreement, partnership
         agreement, limited partnership agreement or other applicable documents
         relating to the operation, governance or management of such entity.

                  "Organizational Action" means with respect to any corporation,
         limited liability company, partnership, limited partnership, limited
         liability partnership or other legally authorized incorporated or
         unincorporated entity, any corporate, organizational or partnership
         action (including any required shareholder, member or partner action),
         or other similar official action, as applicable, taken by such entity.

                  "Organizational Documents" means with respect to any
         corporation, limited liability company, partnership, limited
         partnership, limited liability partnership or other legally authorized
         incorporated or unincorporated entity, the articles of incorporation,
         certificate of incorporation, articles of organization, certificate of
         limited partnership or other applicable organizational or charter
         documents relating to the creation of such entity.

                  "Other Taxes" means any present or future stamp, court or
         documentary taxes or any other excise or property taxes, charges or
         similar levies which arise from any payment made hereunder or from the
         execution, delivery, performance, enforcement or




                                       30
<PAGE>   37

         registration of, or otherwise with respect to, this Agreement or any
         other Loan Documents.

                  "Outstandings" means, collectively, the US Facility
         Outstandings, the UK Facility Outstandings, the Canadian Facility
         Outstandings and the Australian Facility Outstandings, and individually
         any of the foregoing as the context may require.

                  "Participating Member State" means each country which from
         time to time becomes a Participating Member State as described in EMU
         Legislation.

                  "Participation" means, with respect to any Facility, the
         principal amount purchased and funded by each Lender in the Loans and
         Outstandings under such Facility pursuant to and in accordance with the
         terms of Sections 2.14, 3.13, 4.14, 5.13 and 11.07 and "Participate"
         and "Participant" shall have correlative meanings.

                  "PBGC" means the Pension Benefit Guaranty Corporation and any
         successor thereto.

                  "Pension Plan" means any employee pension benefit plan within
         the meaning of Section 3(2) of ERISA, other than a Multiemployer Plan,
         which is subject to the provisions of Title IV of ERISA or Section 412
         of the Code and which (i) is maintained for employees of the Company or
         any of its ERISA Affiliates or is assumed by the Company or any of its
         ERISA Affiliates in connection with any acquisition or (ii) has at any
         time been maintained for the employees of the Company or any current or
         former ERISA Affiliate.

                  "Permitted Acquisition" means the acquisition by the Company
         or a Subsidiary of a controlling equity interest in or all or
         substantially all of the assets of any Person, which satisfies each of
         the following: (i) such Person is in the same or similar line or lines
         of business as that engaged in by the Company and its Subsidiaries; and
         (ii) no Default or Event of Default has occurred and is continuing at
         the time of, or is created or results from, such transaction.

                  "Person" means an individual, limited liability company,
         partnership, corporation, trust, unincorporated organization,
         association, joint venture or other entity or a government or agency or
         political subdivision thereof.

                  "Principal Office" means, as the context may require, (i) the
         principal office of the US Facility Agent located at 1900 East Ninth
         Street, Cleveland Ohio 44114, (ii) the principal office of the UK
         Facility Agent located at 1 Alie Street, London E1 8DE, England, (iii)
         the principal office of the Canadian Facility Agent located at 161 Bay
         Street, STE 4240, Toronto, Ontario M5J 2S1 Canada and (iv) the
         principal office of the Australian Facility Agent located at 90 Collins
         Street 19th Floor, STE-NMELB-1, Melbourne, Australia, or such other
         office and address as any such Facility Agent may from time to time
         designate.


                                       31
<PAGE>   38

                  "Rated Debt" shall have the meaning therefor set forth in the
         definition of "Applicable Margin."

                  "Register" shall have the meaning therefor set forth in
         Section 13.01(b).

                  "Regulation D" means Regulation D of the Board as the same may
         be amended or supplemented from time to time.

                  "Regulatory Change" means any change effective after the
         Closing Date in United States federal or state laws or regulations
         (including Regulation D and capital adequacy regulations), English laws
         or regulations, Canadian federal or provincial laws or regulations,
         Australian federal or provincial laws or regulations, or other foreign
         laws or regulations or the adoption or making after such date of any
         interpretations, directives or requests applying to a class of banks,
         which includes any of the Lenders, under any United States federal or
         state, English, Canadian federal or provincial, Australian federal or
         provincial or other foreign laws or regulations (whether or not having
         the force of law) by any court or governmental or monetary authority
         charged with the interpretation or administration thereof or compliance
         by any Lender with any request or directive regarding capital adequacy,
         whether or not having the force of law, whether or not failure to
         comply therewith would be unlawful and whether or not published or
         proposed prior to the Closing Date.

                  "Required Fronting Lenders" shall have the meaning therefor
         set forth in Section 11.07(a).

                  "Required Lenders" means, as of any date, (i) at all times
         other than following the occurrence and during the continuation of an
         Event of Default, (A) with respect to the Total Facilities, Lenders on
         such date, without distinction or preference as between any of the
         Facilities, having Aggregate Commitments under the Total Facilities
         aggregating more than 50% of the Total Commitment on such date, and (B)
         with respect to any specific Facility, Lenders on such date having an
         Applicable Facility Commitment aggregating more than 50% of the
         Applicable Total Facility Commitment on such date and (ii) at all times
         following the occurrence and during the continuation of an Event of
         Default, (A) with respect to the Total Facilities, Lenders on such
         date, without distinction or preference as between any of the
         Facilities, having Credit Exposures aggregating more than 50% of the
         Aggregate Credit Exposure on such date, and (B) with respect to any
         specific Facility, Lenders on such date having Facility Credit
         Exposures aggregating more than 50% of the Aggregate Facility Credit
         Exposure on such date. For purposes of determining the vote of the
         Required Lenders above, (i) Bank of America shall be deemed to have the
         Aggregate Commitment,



                                       32
<PAGE>   39

         Applicable Facility Commitments, Credit Exposure and Facility Credit
         Exposure of Bank of America Canada, BA Australia Limited and of each
         branch of Bank of America designated as a Lender hereunder, (ii) Mellon
         Bank, N.A. shall be deemed to have the Aggregate Commitment, Applicable
         Facility Commitments, Credit Exposure and Facility Credit Exposure of
         Mellon Bank Canada and each branch of Mellon Bank, N.A. designated as a
         Lender hereunder, and (iii) Bank One, Michigan shall be deemed to have
         the Aggregate Commitment, Applicable Facility Commitments, Credit
         Exposure and Facility Credit Exposure of Bank One Canada, Bank One,
         Michigan, Bank One, NA, Australia Branch, and each branch of Bank One,
         N.A. designated as a Lender hereunder.

                  "Restricted Lender" shall have the meaning therefor set forth
         in Section 6.07.

                  "Same Day Funds" means (i) with respect to disbursements and
         payments in US Dollars, immediately available funds, and (ii) with
         respect to disbursements and payments in an Offshore Currency, same day
         or other funds as may be determined by the Applicable Facility Agent to
         be customary in the place of disbursement or payment for the settlement
         of international banking transactions in such Offshore Currency.

                  "S&P" means Standard & Poor's Rating Group, a division of
         McGraw-Hill Companies, Inc.

                  "Solvent" means, when used with respect to any Person, that at
         the time of determination:

                           (i) the fair value of its assets (both at fair
                  valuation and at present fair saleable value on an orderly
                  basis) is in excess of the total amount of its liabilities,
                  including, without limitation, Contingent Obligations; and

                           (ii) it is then able and expects to be able to pay
                  its debts as they mature; and

                           (iii) it has capital sufficient to carry on its
                  business as conducted and as proposed to be conducted.

                  "Spot Rate of Exchange" means (i) in determining the Sterling
         Equivalent Amount of a specified amount of French Francs as of any date
         under the UK Facility, the spot exchange rate determined by the UK
         Facility Agent in accordance with its usual procedures for the purchase
         by the UK Facility Agent of British Pounds Sterling with French Francs
         at approximately 11:00 A.M. (London, England time) on the Business Day
         that is three (3) Business Days prior to such date; (ii) in determining
         the Sterling Equivalent Amount of a specified amount of euro as of any
         date under the UK Facility, the spot exchange rate determined by the UK
         Facility Agent in accordance with its usual procedures for the purchase
         by the UK Facility Agent of British Pounds Sterling with euro at
         approximately 11:00 A.M. (London, England time) on the Business Day
         that is three (3) Business Days prior to such date; (iii) in
         determining the Australian Dollar Equivalent Amount of a specified
         amount of New Zealand Dollars as of any date under the Australian
         Facility, the rate quoted by the Australian Facility Agent in
         accordance with its customary procedures as the spot rate for the
         purchase by such Australian Facility Agent of Australian Dollars with
         New Zealand Dollars at approximately 11:00 A.M. (Sydney, Australia
         time), on such date as of which the foreign computation is made, for
         delivery two (2) Business Days later; (iv) in determining the French
         Franc Equivalent Amount of a specified amount of British Pounds
         Sterling as of any date under the UK




                                       33
<PAGE>   40

         Facility, the spot exchange rate determined by the UK Facility Agent in
         accordance with its usual procedures for the purchase by the UK
         Facility Agent of French Francs with British Pounds Sterling at
         approximately 11:00 A.M. (London, England time) on the Business Day
         that is three (3) Business Days prior to such date; (v) in determining
         the euro Equivalent Amount of a specified amount of British Pounds
         Sterling as of any date under the UK Facility, the spot exchange rate
         determined by the UK Facility Agent in accordance with its usual
         procedures for the purchase by the UK Facility Agent of euro with
         British Pounds Sterling at approximately 11:00 A.M. (London, England
         time) on the Business Day that is three (3) Business Days prior to such
         date; (vi) in determining the New Zealand Dollar Equivalent Amount of a
         specified amount of Australian Dollars as of any date under the
         Australian Facility, the rate quoted by the Australian Facility Agent
         in accordance with its customary procedures as the spot rate for the
         purchase by such Australian Facility Agent of New Zealand Dollars with
         Australian Dollars at approximately 11:00 A.M. (Sydney, Australia
         time), on such date as of which the foreign computation is made, for
         delivery two (2) Business Days later; and (vii) in determining the US
         Dollar Equivalent Amount of a specified amount of any Applicable
         Currency as of any date, the spot rate of exchange determined by the
         Global Agent in accordance with its usual procedures for the purchase
         by the Global Agent of US Dollars with such Applicable Currency at
         approximately 11:00 A.M. (Charlotte, North Carolina time) on the
         Business Day that is two (2) Business Days prior to such date.

                  "Sterling Equivalent Amount" means, (i) with respect to a
         specified amount of French Francs, the amount of British Pounds
         Sterling into which such amount of French Francs would be converted,
         based on the applicable Spot Rate of Exchange, or (ii) with respect to
         a specified amount of euro, the amount of British Pounds Sterling into
         which such amount of euro would be converted, based on the applicable
         Spot Rate of Exchange.

                  "Subsequent Participant" means each country that adopts the
         euro as its lawful currency after January 1, 1999.

                  "Subsidiary" means any Person in which more than 50% of its
         outstanding voting stock or rights or more than 50% of all equity
         interest is owned directly or indirectly by the Company.

                  "Substitute Base Rate Loans" shall have the meaning therefor
         set forth in Section 6.04.

                  "Swap Agreement" means one or more agreements with respect to
         Indebtedness evidenced by the Notes or Obligations under any Facility
         between one or more Borrowers and one or more Lenders, on terms
         mutually acceptable to such Borrower or Borrowers and such Lender or
         Lenders, which agreements create Hedging Obligations.

                  "Taxes" means any and all present or future taxes, levies,
         assessments, imposts, duties, deductions, fees, withholdings or similar
         charges, and all liabilities with respect thereto, excluding, in the
         case of each Lender and each Agent, respectively, taxes imposed on or
         measured by its net income by the jurisdiction (or any political
         subdivision




                                       34
<PAGE>   41

         thereof) under the laws of which such Lender or such Agent, as the case
         may be, is organized or maintains a lending office.

                  "Termination Event" means: (i) a "Reportable Event" described
         in Section 4043 of ERISA and the regulations issued thereunder (unless
         the notice requirement has been waived by applicable regulation); or
         (ii) the withdrawal of the Company or any ERISA Affiliate from a
         Pension Plan during a plan year in which it was a "substantial
         employer" as defined in Section 4001(a)(2) of ERISA or was deemed such
         under Section 4062(e) of ERISA; or (iii) the termination of a Pension
         Plan, the filing of a notice of intent to terminate a Pension Plan or
         the treatment of a Pension Plan amendment as a termination under
         Section 4041 of ERISA; or (iv) the institution of proceedings to
         terminate a Pension Plan by the PBGC; or (v) any other event or
         condition which would constitute grounds under Section 4042(a) of ERISA
         for the termination of, or the appointment of a trustee to administer,
         any Pension Plan; or (vi) the partial or complete withdrawal of the
         Company or any ERISA Affiliate from a Multiemployer Plan; or (vii) the
         imposition of a Lien pursuant to Section 412 of the Code or Section 302
         of ERISA; or (viii) any event or condition which results in the
         reorganization or insolvency of a Multiemployer Plan under Section 4241
         or Section 4245 of ERISA, respectively; or (ix) any event or condition
         which results in the termination of a Multiemployer Plan under Section
         4041A of ERISA or the institution by the PBGC of proceedings to
         terminate a Multiemployer Plan under Section 4042 of ERISA; or (x) any
         event or condition with respect to any Employee Benefit Plan which is
         regulated by any Foreign Benefit Law that results in such Employee
         Benefit Plan's termination or the revocation of the Employee Benefit
         Plan's authority to operate under the applicable Foreign Benefit Law.

                  "Total Australian Dollar Commitment" means, as of any date of
         determination thereof, an amount equal to the Total Australian Facility
         Commitment (as the same may be reduced from time to time pursuant to
         this Agreement) less the New Zealand Dollar Outstandings as of such
         date.

                  "Total Australian Facility Commitment" means an amount equal
         to AUS $100,000,000 inclusive of the Total New Zealand Dollar
         Commitment, each as reduced from time to time in accordance with
         Section 5.07.

                  "Total British Pounds Sterling Commitment" means, as of any
         date of determination thereof, an amount equal to the Total UK Facility
         Commitment (as the same may be reduced from time to time pursuant to
         this Agreement) less the French Franc Outstandings and the euro
         Outstandings as of such date.

                  "Total Canadian Facility Commitment" means an amount equal to
         CAN $105,000,000, as reduced from time to time in accordance with
         Section 4.07, Section 4.12 or Section 4.13.

                  "Total Commitment" means, at any time of determination, the
         Total US Facility Commitment, plus the aggregate US Dollar Equivalent
         Amount of each of the Total UK




                                       35
<PAGE>   42

         Facility Commitment, the Total Canadian Facility Commitment and the
         Total Australian Facility Commitment.

                  "Total Facilities" means, in the aggregate, all of the US
         Facility, the UK Facility, the Canadian Facility and the Australian
         Facility.

                  "Total Facility Termination Date" means the earliest to occur
         of (i) August 3, 2005, or (ii) the date of termination of the Lenders'
         obligations pursuant to Section 11.01 upon the occurrence of an Event
         of Default, or (iii) such date as the Borrowers may voluntarily
         permanently terminate all the Total Facilities by payment in full of
         all Obligations.

                  "Total Facility Repayment Date" means such date as all of the
         following shall have occurred: (a) the Borrowers shall have permanently
         terminated each Facility by payment in full of all Outstandings
         together with all accrued and unpaid interest thereon, (b) all Swap
         Agreements shall have been terminated, expired or cash collateralized,
         (c) all Commitments shall have terminated or expired and (d) the
         Borrowers shall have fully, finally and irrevocably paid and satisfied
         in full all Obligations (other than Obligations consisting of
         continuing indemnities and other contingent Obligations of the
         Borrowers or the Guarantor that may be owing to the Lenders pursuant to
         the Loan Documents and expressly survive termination of this
         Agreement).

                  "Total New Zealand Dollar Commitment" means, at any date of
         determination, an amount equal to the New Zealand Dollar Equivalent
         Amount of AUS $10,000,000 (as reduced from time to time in accordance
         with Section 5.07) as at such date.

                  "Total UK Alternative Currency Commitment" means, at any date
         of determination, an amount equal to the French Franc Equivalent Amount
         and the euro Equivalent Amount in the sum of Pound 16,750,000 (as
         reduced from time to time in accordance with Section 3.07) as at such
         date.

                  "Total UK Facility Commitment" means an amount equal to Pound
         33,500,000 inclusive of the Total UK Alternative Currency Commitment,
         each as reduced from time to time in accordance with Section 3.07.

                  "Total US Facility Commitment" means an amount equal to US
         $550,000,000, as reduced from time to time in accordance with Section
         2.07, Section 2.12 or Section 2.13.

                  "Total US Facility Revolving Credit Commitment" means, as of
         any date of determination thereof, an amount equal to the Total US
         Facility Commitment (as the same may be reduced from time to time
         pursuant to this Agreement) less the amount of US Facility Term Loan
         Outstandings as of such date.

                  "Type" means any type of Loan (i.e., an Applicable Base Rate
         Loan, Eurodollar Rate Loan, Offshore Rate Loan, Canadian Facility BA
         Rate Loan or, for purposes of Article VI only, a UK Facility
         Alternative Rate Loan).



                                       36
<PAGE>   43

                  "UK Facility" means the facility described in Article III
         hereof providing for Loans to the UK Facility Borrowers by the UK
         Facility Lenders in the aggregate principal amount of the Total UK
         Facility Commitment.

                  "UK Facility Advance" means a borrowing under the UK Facility
         consisting of the aggregate principal amount of an Offshore Rate Loan.

                  "UK Facility Agent" shall have the meaning therefor set forth
         in the introduction hereto.

                  "UK Facility Alternative Currency Fronting Commitment" means,
         with respect to each UK Facility Lender, the obligation of such Lender
         to make Loans in French Francs or in euro to the UK Facility Borrowers
         on behalf of all the Lenders up to an aggregate principal amount at any
         one time outstanding equal to the product of such Lender's Applicable
         Fronting Percentage for the UK Facility multiplied by the Total UK
         Alternative Currency Commitment, as such fronting commitment may be
         increased or decreased from time to time pursuant to this Agreement.

                  "UK Facility Alternative Currency Tranche" means the facility
         described in Article III hereof providing for Loans funded in French
         Francs or in euro to the UK Facility Borrowers by the UK Facility
         Lenders in an aggregate principal amount at any time outstanding not to
         exceed the Total UK Alternative Currency Commitment.

                  "UK Facility Alternative Rate" means such rate of interest per
         annum determined by the UK Facility Agent and the UK Facility Borrowers
         as an alternative basis (i) for determining the rates of interest from
         time to time applicable to Loans under the UK Facility and/or (ii) upon
         which Loans may be maintained under the UK Facility, in each case
         pursuant to Section 6.02 or Section 6.04, which rate of interest shall
         be determined within thirty (30) days of notification to the UK
         Facility Borrowers in accordance with the provisions of Section 6.02 or
         Section 6.04, as applicable. If no such alternative basis is agreed
         upon by the UK Facility Agent and the UK Facility Borrowers, each UK
         Facility Lender shall certify a reasonable alternative basis for
         maintaining Loans under the UK Facility that reflects such UK Facility
         Lender's cost of funds (a "substitute basis"), which substitute basis
         may (without limitation) include alternative Interest Periods,
         alternative currencies or alternative rates of interest but shall
         include a margin above the cost of funds including the UK Facility
         Mandatory Cost, if any, to such UK Facility Lender and the Applicable
         Margin.

                  "UK Facility Alternative Rate Loan" means a Loan for which the
         rate of interest is determined by reference to the UK Facility
         Alternative Rate, solely for purposes of Article VI.

                  "UK Facility Borrowers" shall have the meaning therefor set
         forth in the introduction hereto.



                                       37
<PAGE>   44

                  "UK Facility Commitment" means, with respect to any Lender,
         such Lender's Applicable Facility Commitment for the UK Facility.

                  "UK Facility Fronting Commitment" means, with respect to each
         UK Facility Lender, the obligation of such Lender to make Loans to the
         UK Facility Borrowers on behalf of all the Lenders up to an aggregate
         principal amount at any one time outstanding equal to the product of
         such Lender's Applicable Fronting Percentage for the UK Facility
         multiplied by the Total UK Facility Commitment, as such fronting
         commitment may be increased or decreased from time to time pursuant to
         this Agreement, and shall consist of (but not be equal to the sum of
         the aggregate of) such Lender's British Pounds Sterling Fronting
         Commitment and its UK Facility Alternative Currency Fronting
         Commitment.

                  "UK Facility Lenders" means those Lenders identified in the
         introduction hereto with respect to their making UK Facility Loans on
         behalf of all the Lenders.

                  "UK Facility Loans" means Offshore Rate Loans made by the UK
         Facility Lenders pursuant to Section 3.01 hereof.

                  "UK Facility Mandatory Cost" means a rate per annum determined
         by the UK Reference Bank and notified thereby to the UK Facility Agent
         calculated in accordance with the following formula:

                                                     BY + S(Y-Z) + (F x 0.01)
                                                     ------------------------
             UK Facility Mandatory Cost per annum =
                                                              100 - (B+S)


         where on the day of application of the formula:

         B        =        The percentage of the UK Reference Bank's Eligible
                           Liabilities (in excess of any stated minimum) by
                           reference to which the Bank of England and/or the
                           Financial Services Authority requires the UK
                           Reference Bank to hold on a non-interest bearing
                           deposit account in accordance with its cash ratio
                           requirements;

         Y        =        The percentage rate per annum at which sterling
                           deposits are offered by the UK Reference Bank to
                           leading banks in the London interbank market at or
                           about 11:00 A.M. (London, England time) on that day
                           for the relevant period;

         F        =        The rate of charge payable by the UK Reference Bank
                           to the Financial Services Authority under paragraph
                           2.02 or 2.03 (as appropriate) of the Fees Regulations
                           (but where for this purpose the figure at paragraph
                           2.02b or 2.03b shall be deemed to be zero) and
                           expressed in British Pounds Sterling per Pound
                           1,000,000 of the Fee Base of the UK Reference Bank;

         S        =        The percentage of the UK Reference Bank's Eligible
                           Liabilities which the Bank of England (or other
                           relevant United Kingdom governmental




                                       38
<PAGE>   45

                           authority or agency) requires the UK Reference Bank
                           to place as a Special Deposit; and

         Z        =        The interest rate per annum payable by the Bank of
                           England to the UK Reference Bank on Special Deposits.

                  (a)      For the purposes of this definition:

                           (i) "Eligible Liabilities" and "Special Deposits"
                  shall have the meanings given to them at the time of
                  application of the above formula under or pursuant to the Bank
                  of England Act 1998 or by the Bank of England (as
                  appropriate);

                           (ii) "Fee Base" has the meaning given to it in the
                  Fees Regulations;

                           (iii) "Fees Regulations" means:

                                    (A)      prior to March 31, 1999 the Banking
                                             Supervision (Fees) Regulations
                                             1998; and

                                    (B)      on or after March 31, 1999, any
                                             regulations governing the payment
                                             of fees for banking supervision;

                  (b) In the application of the above formula, B, Y, S, and Z
         are included in the formula as figures and not as percentages, e.g. if
         B = 0.5% and Y = 15%, BY is calculated as 0.5 x 15 and not as 0.5% x
         15%. A negative result obtained from subtracting Z from Y is to be
         treated as zero.

                  (c)      (i) The above formula is applied on the first day of
         each relevant period comprised in the relevant Interest Period.

                           (ii) Each rate calculated in accordance with the
                  above formula is, if necessary, rounded upward to four decimal
                  places.

                  (d) The UK Facility Agent may, from time to time, after
         consultation with the Company and the Lenders, determine and notify to
         the Company and the Lenders any amendments or variations which are
         required to be made to the formula set out above in order to comply
         with any requirements from time to time imposed by any applicable
         regulatory authority in relation to UK Facility Advances denominated in
         British Pounds Sterling (including, without limitation, any
         requirements relating to British Pounds Sterling primary liquidity) and
         any such determination shall, in the absence of manifest error, be
         conclusive and binding on all the Borrowers, the Lenders, the Agents
         and the Company.

                  "UK Facility Maximum Amount" means, with respect to each UK
         Facility Borrower, 95% of the amount by which the fair value of its
         assets (determined at the




                                       39
<PAGE>   46

         lesser of fair valuation and present fair saleable value on an orderly
         basis) is in excess of the total amount of its liabilities, including
         without limitation Contingent Obligations, as of the Closing Date;
         provided, however, that if the calculation of UK Facility Maximum
         Amount in the manner provided above as of the date payment is required
         of such UK Facility Borrower pursuant to Article III would result in a
         greater positive number, then the UK Facility Maximum Amount shall be
         such greater positive number.

                  "UK Facility Outstandings" means, at any date of
         determination, the British Pounds Sterling Outstandings plus the French
         Franc Outstandings plus the euro Outstandings.

                  "UK Overnight Rate" means, for any day, the rate of interest
         per annum at which overnight deposits in the Applicable Currency, in an
         amount approximately equal to the amount with respect to which such
         date is being determined, would be offered for such day by the UK
         Facility Agents to major banks in the London or other applicable
         offshore interbank market. The UK Overnight Rate for any day which is
         not a Business Day shall be the UK Overnight Rate for the preceding
         Business Day.

                  "UK Qualifying Lender" shall have the meaning therefor set
         forth in Section 6.06(g).

                  "UK Reference Bank" means Bank of America, N.A.

                  "Unutilized Canadian Facility Renewable Tranche Commitment"
         means, at any date of determination, the difference of the Canadian
         Facility Renewable Tranche Commitment at such date less the Canadian
         Facility Renewable Tranche Outstandings at such date.

                  "Unutilized Total US Facility Commitment" means, at any date
         of determination, the difference of the Total US Facility Commitment at
         such date less the US Facility Outstandings at such date.

                  "US Dollar Equivalent Amount" means, with respect to a
         specified amount of any Applicable Currency, the amount of US Dollars
         into which such amount of such Applicable Currency would be converted,
         based on the applicable Spot Rate of Exchange.

                  "US Dollars" or "US $" means dollars constituting legal tender
         for the payment of public and private debts in the United States of
         America.

                  "US Facility" means the facility described in Article II
         hereof providing for Loans to the US Facility Borrower by the US
         Facility Lenders in the aggregate principal amount of the Total US
         Facility Commitment.



                                       40
<PAGE>   47

                  "US Facility Advance" means a borrowing under the US Facility
         Revolving Credit Facility consisting of the aggregate principal amount
         of a US Facility Base Rate Loan or Eurodollar Rate Loan, as the case
         may be.

                  "US Facility Agent" shall have the meaning therefor set forth
         in the introduction hereto.

                  "US Facility Base Rate" means, for any day, the rate per annum
         equal to the higher of (i) the Federal Funds Effective Rate for such
         day plus one-half of one percent (.5%) and (ii) the US Prime Rate for
         such day. Any change in the US Facility Base Rate resulting from a
         change in the US Prime Rate or the Federal Funds Effective Rate shall
         become effective on the effective date of such change in the US Prime
         Rate or the Federal Funds Effective Rate.

                  "US Facility Base Rate Loan" means a Loan for which the rate
         of interest is determined by reference to the US Facility Base Rate.

                  "US Facility Borrower" shall have the meaning therefor set
         forth in the introduction hereto.

                  "US Facility Commitment" means, with respect to any Lender,
         such Lender's Applicable Facility Commitment for the US Facility.

                  "US Facility Fronting Commitment" means, with respect to each
         US Facility Lender, the obligation of such Lender to make or continue
         Loans to the US Facility Borrower on behalf of all the Lenders up to an
         aggregate principal amount at any one time outstanding equal to the
         product of such Lender's Applicable Fronting Percentage for the US
         Facility multiplied by the Total US Facility Commitment, as such
         fronting commitment may be increased or decreased from time to time
         pursuant to this Agreement.

                  "US Facility Lenders" means those Lenders identified in the
         introduction hereto with respect to their making US Facility Loans on
         behalf of all the Lenders.

                  "US Facility Loans" means Loans, both US Facility Base Rate
         Loans and Eurodollar Rate Loans, made by the US Facility Lenders
         pursuant to Article II hereof.

                  "US Facility Notes" means the promissory notes of the US
         Facility Borrower executed and delivered to the US Facility Lenders as
         provided in Section 2.04 hereof in substantially the form attached as
         Exhibit E, with appropriate insertions as to amounts, dates and names
         of US Facility Lenders, which US Facility Notes shall be delivered to
         evidence the US Facility Loans provided for herein.

                  "US Facility Outstandings" means, at any date of
         determination, the aggregate principal amount of all US Facility Loans
         then outstanding.

                                       41
<PAGE>   48

                  "US Facility Revolving Credit Extension Date" means August 2,
         2001 and each date thereafter, if any, to which the US Facility
         Revolving Credit Termination Date has been extended pursuant to Section
         2.12 hereof, but in no event later than the Total Facility Termination
         Date.

                  "US Facility Revolving Credit Facility" means that portion of
         the US Facility described in Section 2.01 hereof providing for US
         Facility Loans to the US Facility Borrower by the US Facility Lenders
         in the aggregate principal amount of the Total US Facility Revolving
         Credit Commitment.

                  "US Facility Revolving Credit Outstandings" means, at any date
         of determination, that portion of the US Facility Outstandings
         representing the aggregate principal amount of all US Facility Loans
         outstanding under the US Facility Revolving Credit Facility.

                  "US Facility Revolving Credit Termination Date" means the
         earlier of (i) August 2, 2001, or such later date with respect to the
         Unutilized Total US Facility Commitment as the US Facility Borrower and
         the Lenders shall agree in writing pursuant to Section 2.12 hereof, or
         (ii) the Total Facility Termination Date.

                  "US Facility Term Loan" shall have the meaning therefor set
         forth in Section 2.13.

                  "US Facility Term Loan Facility" means the facility described
         in Section 2.13 hereof providing for the conversion of US Facility
         Revolving Credit Outstandings on each US Facility Extension Date to US
         Facility Term Loans.

                  "US Facility Term Loan Outstandings" means, at any date of
         determination, that portion of the US Facility Outstandings
         representing the aggregate principal amount of all US Facility Loans
         outstanding under the US Term Loan Facility.

                  "US Prime Rate" means the per annum rate of interest
         established from time to time by the US Facility Agent as its prime
         rate, which rate may not be lowest rate charged by the US Facility
         Agent to its customers.

                  "Utilization Premium" means an additional interest payment in
         an amount equal to 7.5 basis points per annum calculated in accordance
         with Sections 2.15, 3.14, 4.16 and 5.14 hereof, as applicable.

                  "Voting Stock" means shares of capital stock issued by a
         corporation, or equivalent interests in any other Person, the holders
         of which are ordinarily, in the absence of contingencies, entitled to
         vote for the election of directors (or persons performing similar
         functions) of such Person, even if the right so to vote has been
         suspended by the happening of such a contingency.

                                       42
<PAGE>   49

         1.02     Rules of Interpretation.

         (a) All accounting terms not specifically defined herein shall have the
meanings assigned to such terms and shall be interpreted in accordance with
Generally Accepted Accounting Principles applied on a Consistent Basis.

         (b) The headings, subheadings and table of contents used herein or in
any other Loan Document are solely for convenience of reference and shall not
constitute a part of any such document or affect the meaning, construction or
effect of any provision thereof.

         (c) Except as otherwise expressly provided, references herein to
articles, sections, paragraphs, clauses, annexes, appendices, exhibits and
schedules are references to articles, sections, paragraphs, clauses, annexes,
appendices, exhibits and schedules in or to this Agreement.

         (d) All definitions set forth herein or in any other Loan Document
shall apply to the singular as well as the plural form of such defined term, and
all references to the masculine gender shall include reference to the feminine
or neuter gender, and vice versa, as the context may require.

         (e) When used herein or in any other Loan Document, words such as
"hereunder", "hereto", "hereof" and "herein" and other words of like import
shall, unless the context clearly indicates to the contrary, refer to the whole
of the applicable document and not to any particular article, section,
subsection, paragraph or clause thereof.

         (f) References to "including" means including without limiting the
generality of any description preceding such term.

         (g) Any reference to an officer of any Borrower or any other Person by
reference to the title of such officer shall be deemed to refer to each other
officer of such Person, however titled, exercising the same or substantially
similar functions.

         (h) All references to any agreement or document as amended, modified or
supplemented, or words of similar effect, shall mean such document or agreement,
as the case may be, as amended, modified or supplemented from time to time only
as and to the extent permitted therein and in the Loan Documents.

         1.03 Amendment and Restatement. The Borrowers, the Agents and the
Lenders hereby agree that upon the effectiveness of this Agreement, the terms
and provisions of the Existing Credit Agreement shall be and hereby are amended
and restated in their entirety by the terms and conditions of this Agreement and
the terms and provisions of the Existing Credit Agreement, except as otherwise
provided herein, shall be superseded by this Agreement.

The parties hereto agree that all Eurodollar Rate Loans, Offshore Rate Loans,
Canadian Facility BA Rate Loans, US Facility Base Rate Loans, Canadian Facility
Base Rate Loans and Australian Facility Base Rate Loans outstanding under the
Existing Credit Agreement on the Closing Date




                                       43
<PAGE>   50

shall be terminated and repaid and that in connection therewith the Borrowers
shall not incur any breakage costs under the Existing Credit Agreement. All of
the indebtedness, liabilities and obligations owing by the Borrowers under the
Existing Credit Agreement shall still be owing under this Agreement, which is
given in substitution for, and not payment or novation of, the Existing Credit
Agreement.





                                       44
<PAGE>   51


                                   ARTICLE II
                                The US Facility

         2.01 Advances.

         (a) Commitment. Subject to the terms and conditions of this Agreement,
each US Facility Lender severally agrees to make, on behalf of all the Lenders,
US Facility Advances in US Dollars to the US Facility Borrower from time to time
from the Closing Date until the US Facility Revolving Credit Termination Date,
on a pro rata basis as to the total borrowing requested by the US Facility
Borrower on any day determined by such US Facility Lender's Applicable Fronting
Percentage for the US Facility, up to but not exceeding the US Facility Fronting
Commitment of such US Facility Lender, and each Lender shall have a
Participation in each such US Facility Advance pursuant to Section 2.14 equal in
amount to its Applicable Commitment Percentage times such US Facility Advance;
provided, however, that the US Facility Lenders will not be required and shall
have no obligation to make any US Facility Advance (i) so long as a Default or
an Event of Default has occurred and is continuing or (ii) if the Lenders have
accelerated the maturity of the Obligations as a result of an Event of Default;
provided further, however, that immediately after giving effect to each such US
Facility Advance, (x) the US Facility Outstandings shall not exceed the Total US
Facility Commitment and (y) the US Facility Revolving Credit Outstandings shall
not exceed the Total US Facility Revolving Credit Commitment. Within such
limits, the US Facility Borrower may borrow, repay and reborrow US Facility
Loans hereunder, on a Business Day, from the Closing Date until, but (as to
borrowings and reborrowings) not including, the US Facility Revolving Credit
Termination Date; provided, however, that (A) no Eurodollar Rate Loan shall be
made which has an Interest Period that extends beyond the US Facility Revolving
Credit Termination Date and (B) each Eurodollar Rate Loan may be repaid only on
the last day of the Interest Period with respect thereto, unless such prepayment
is accompanied by the additional payment, if any, due under Section 6.05. The US
Facility Borrower agrees that if at any time the US Facility Outstandings shall
exceed the Total US Facility Commitment or the US Facility Revolving Credit
Outstandings shall exceed the Total US Facility Revolving Credit Commitment, the
US Facility Borrower shall immediately repay a principal amount of the
outstanding US Facility Loans such that, as a result of such reduction, the
Total US Facility Commitment shall equal or exceed the US Facility Outstandings
and the Total US Facility Revolving Credit Commitment shall equal or exceed the
US Facility Revolving Credit Outstandings.

         (b) Amounts, Advances and Rate Selection.

                  (i) The principal amount outstanding on any US Facility Loan
         shall be recorded in the US Facility Agent's records in US Dollars,
         based on the amount of any US Facility Advance as reduced from time to
         time by the amount of any principal payments with respect to such US
         Facility Loan. In the event a US Facility Loan is Continued or
         Converted pursuant to Section 2.08, such election shall be treated as a
         US Facility Advance for purposes of this Section 2.01. There shall be
         no more than ten (10) Eurodollar Rate Loans outstanding at any one time
         under the US Facility.



                                       45
<PAGE>   52

                  (ii) Each US Facility Loan and each Continuation and
         Conversion under Section 2.08 shall be (A) in the case of Eurodollar
         Rate Loans, in an amount not less than US $10,000,000 and if greater in
         integral multiples of US $1,000,000, and (B) in the case of US Facility
         Base Rate Loans in an amount not less than US $5,000,000, and, if
         greater, an integral multiple of US $1,000,000.

                  (iii) For each US Facility Advance an Authorized
         Representative shall give the US Facility Agent (A) at least three (3)
         Business Days' irrevocable telefacsimile notice prior to 10:00 A.M.
         (New York, New York time) of each Eurodollar Rate Loan representing a
         borrowing or Continuation or Conversion hereunder and (B) irrevocable
         telefacsimile notice of each US Facility Base Rate Loan representing a
         borrowing or Continuation or Conversion hereunder prior to 10:00 A.M.
         (New York, New York time) on the day of such proposed US Facility Base
         Rate Loan. Each such notice shall be in the form of a Borrowing Notice
         in the form attached hereto as Exhibit D-1, which shall be effective
         upon receipt by the US Facility Agent, and shall specify the Type of
         Loan, amount of the US Facility Advance to be made, the date of
         borrowing and the Interest Period (if a Eurodollar Rate Loan) to be
         used in the computation of interest. Neither the US Facility Agent nor
         any US Facility Lender shall incur any liability to the US Facility
         Borrower in acting upon any notice referred to above which the US
         Facility Agent believes in good faith to have been given by an
         Authorized Representative of the US Facility Borrower or for otherwise
         acting in good faith, and upon funding of US Facility Loans by any US
         Facility Lender in accordance with this Agreement pursuant to any such
         notice, the US Facility Borrower shall have effected US Facility Loans
         hereunder. A Borrowing Notice for a Eurodollar Rate Loan shall be
         irrevocable, and the US Facility Borrower shall be bound to make a
         borrowing in accordance therewith, unless such US Facility Borrower
         pays to the US Facility Lenders such amounts as may be due under
         Section 6.05 for failure of a borrowing of a Eurodollar Rate Loan to
         occur on the date specified therefor in the related Borrowing Notice.
         The duration of the initial Interest Period for each US Facility Loan
         shall be as specified in the initial Borrowing Notice. The US Facility
         Borrower shall have the option to elect the duration of any subsequent
         Interest Periods and to Continue or Convert the US Facility Loans in
         accordance with Section 2.08. If the US Facility Agent does not receive
         a notice of election of the duration of an Interest Period or of the
         Conversion of a Loan by the time prescribed hereby and by Section 2.08,
         the US Facility Borrower shall be deemed to have elected to Convert
         such Loan to or Continue such Loan as a US Facility Base Rate Loan
         until the US Facility Borrower notifies the US Facility Agent in
         accordance with Section 2.08.

                  (iv) Notice of receipt of each Borrowing Notice in respect of
         US Facility Loans, together with the amount of each US Facility
         Lender's portion of an Advance requested thereunder and the applicable
         interest rate, shall be provided by the US Facility Agent to each US
         Facility Lender by telefacsimile with reasonable promptness, but
         (provided the US Facility Agent shall have received such notice by
         10:00 A.M. (New York, New York time), not later than 12:00 noon (New
         York, New York time) on the same day as the US Facility Agent's receipt
         of such notice from the US Facility Borrower.


                                       46
<PAGE>   53

                  (v) Each US Facility Lender shall, pursuant to the terms and
         subject to the conditions of this Agreement, not later than 12:00 noon
         (New York, New York time) on the date specified for such US Facility
         Advance, make the amount of the US Facility Advance or Advances to be
         made by it on such day available to the US Facility Borrower by
         depositing or transferring the proceeds thereof in US Dollars and in
         Same Day Funds to the US Facility Agent at its Principal Office. The
         amount so received by the US Facility Agent shall, subject to the terms
         of this Agreement, be made available to the US Facility Borrower by
         deposit of the proceeds to an account of such US Facility Borrower
         maintained at the Principal Office or otherwise as shall be directed in
         the applicable Borrowing Notice.

         2.02 Payment of Interest.

         (a) The US Facility Borrower shall pay interest to the US Facility
Agent for the account of each US Facility Lender on the outstanding and unpaid
principal amount of each US Facility Loan made by such US Facility Lender for
the period commencing on the date of such US Facility Loan until such Loan shall
be paid, Continued or Converted, as the case may be, at the then applicable US
Facility Base Rate for US Facility Base Rate Loans or applicable Eurodollar Rate
for Eurodollar Rate Loans, such payments to be made in US Dollars; provided,
however, that if any Event of Default shall have occurred and be continuing, all
amounts outstanding hereunder shall bear interest thereafter at the Default
Rate.

         (b) Interest on each US Facility Loan shall be computed on the basis of
a year of 360 days and calculated for the actual number of days elapsed.
Interest on each US Facility Loan shall be paid (i) quarterly in arrears on the
last Business Day of each fiscal quarter, commencing September 30, 2000, for
each US Facility Base Rate Loan, (ii) on the last day of the applicable Interest
Period for each Eurodollar Rate Loan and, if the Interest Period extends for
more than three months, also at intervals of three months after the first day of
the Interest Period and (iii) upon payment in full of the principal amount of
each such Loan. Interest on amounts not paid when due shall be payable on
demand.

         2.03 Payment of Principal. Except as set forth in Section 2.13 with
respect to US Facility Term Loans, the principal amount of each US Facility Loan
shall be due and payable to the US Facility Agent for the benefit of each US
Facility Lender in full on the US Facility Revolving Credit Termination Date.
The principal amount of any US Facility Base Rate Loan may be prepaid in whole
or in part at any time. The principal amount of any Eurodollar Rate Loan may be
prepaid only at the end of the applicable Interest Period unless the US Facility
Borrower shall pay to the US Facility Agent for the account of the US Facility
Lenders the additional amount, if any, required under Section 6.05. All
prepayments of US Facility Loans made by the US Facility Borrower shall be in
the amount of (i) US $10,000,000, or (ii) such greater amount which is an
integral multiple of US $1,000,000, or (iii) the amount equal to all US Facility
Outstandings, or (iv) such other amount as necessary to comply with Section
2.01(a) or 2.07.


                                       47
<PAGE>   54

         2.04 Manner of Payment.

         (a) Each payment of principal (including any prepayment) and payment of
interest and fees in respect of US Facility Loans, and any other amount required
to be paid to the US Facility Lenders with respect to the US Facility Loans,
shall be made to the US Facility Agent at its Principal Office, for the account
of each US Facility Lender's Applicable Lending Office. Each such payment shall
be made in US Dollars and in Same Day Funds before 12:00 noon (New York, New
York time) on the date such payment is due. The US Facility Agent may, but shall
not be obligated to, debit the amount of any such payment which is not made by
such time to any ordinary deposit account, if any, of the US Facility Borrower
with the US Facility Agent. The US Facility Borrower shall give the US Facility
Agent prior telephonic notice of any payment of principal, such notice to be
given by not later than 11:00 A.M. (New York, New York time), on the date of
such payment.

         (b) The US Facility Agent shall deem any payment by or on behalf of the
US Facility Borrower hereunder that is not made both (i) in US Dollars and in
Same Day Funds and (ii) prior to 12:00 noon (New York, New York time) to be a
non-conforming payment. Any such payment shall not be deemed to be received by
the US Facility Agent until the later of (x) the time such funds become
available funds and (y) the next Business Day. The US Facility Agent shall give
prompt telephonic notice to the applicable Authorized Representative and each of
the US Facility Lenders (confirmed in writing) if any payment is non-conforming.
Any non-conforming payment may constitute or become a Default or Event of
Default in accordance with the terms of Section 11.01(a) and 11.01(b). Interest
shall continue to accrue on any principal as to which a non-conforming payment
is made until such funds become available funds (but in no event less than the
period from the date of such payment to the next succeeding Business Day) at the
Default Rate or the maximum rate permitted by applicable law, whichever is
lower, from the date such amount was due and payable until the date such amount
is paid in full.

         (c) In the event that any payment hereunder or under the US Facility
Notes becomes due and payable on a day other than a Business Day, then such due
date shall be extended to the next succeeding Business Day unless otherwise
provided under clause (ii) of the definition of "Interest Period"; provided that
interest shall continue to accrue during the period of any such extension.

         2.05 US Facility Notes. US Facility Loans made by each US Facility
Lender shall be evidenced by the US Facility Note payable to the order of such
Lender in the respective amount of its Applicable Fronting Percentage of the
Total US Facility Commitment, which US Facility Note shall be dated the Closing
Date or a later date pursuant to an Assignment and Acceptance and shall be duly
completed, executed and delivered by the US Facility Borrower upon request by
any Lender.

         2.06 Pro Rata Payments . Except as otherwise provided herein, (a) each
payment on account of the principal of and interest on the US Facility Loans
shall be made to the US Facility Agent for the account of the US Facility
Lenders pro rata based on their Applicable Fronting Percentages for the US
Facility, (b) all payments to be made by the US Facility Borrower for the




                                       48
<PAGE>   55

account of each of the US Facility Lenders on account of principal, interest and
fees shall be made without diminution, set-off, recoupment, counterclaim or,
except as set forth in Section 6.06(a) hereof, deduction, and (c) the US
Facility Agent will promptly distribute payments received to the US Facility
Lenders. Notwithstanding the foregoing, in the event any US Facility Lender
shall not be able to make an Eurodollar Rate Loan under the circumstances
provided in Section 6.01 or 6.03, interest shall be allocated to such US
Facility Lender according to the interest rate payable to such US Facility
Lender as set forth in Section 6.04.

         2.07 Reductions. The US Facility Borrower shall, by notice from an
Authorized Representative, have the right from time to time (but not more
frequently than once during each fiscal quarter), upon not less than ten (10)
Business Days' written notice to the US Facility Agent, effective upon receipt,
to reduce the Total US Facility Commitment. The US Facility Agent shall give
each US Facility Lender, within one (1) Business Day, telefacsimile notice, or
telephonic notice (confirmed in writing), of such reduction. Each such reduction
shall be in the aggregate amount of US $10,000,000 or such greater amount which
is in an integral multiple of US $1,000,000, or the entire remaining Total US
Facility Commitment, and shall permanently reduce the Total US Facility
Commitment. No such reduction shall result in the payment of any Eurodollar Rate
Loan other than on the last day of the Interest Period of such Loan unless such
prepayment is accompanied by amounts due, if any, under Section 6.05. Each such
reduction of the Total US Facility Commitment shall be accompanied by payment of
the principal amount of US Facility Loans to the extent that the US Facility
Outstandings exceed the Total US Facility Commitment, or the US Facility
Revolving Credit Outstandings exceed the Total US Facility Revolving Credit
Commitment, after giving effect to such reduction, together with accrued and
unpaid interest on the amounts prepaid.

         2.08 Conversions and Elections of Subsequent Interest Periods. Subject
to the limitations set forth below and in Article VI hereof, the US Facility
Borrower may:

         (a) upon notice to the US Facility Agent on or before 10:00 A.M. (New
York, New York time) on any Business Day, Convert all or a part of Eurodollar
Rate Loans to US Facility Base Rate Loans under the US Facility on the last day
of the Interest Period for such Eurodollar Rate Loans; and

         (b) provided that no Default or Event of Default shall have occurred
and be continuing, upon three (3) Business Days' notice to the US Facility Agent
on or before 10:00 A.M. (New York, New York time):

                  (i) elect a subsequent Interest Period for all or a portion of
         Eurodollar Rate Loans under the US Facility to begin on the last day of
         the then current Interest Period for such Eurodollar Rate Loans; and

                  (ii) Convert US Facility Base Rate Loans to Eurodollar Rate
         Loans under the US Facility on any Business Day.

         Notice of any such Continuations or Conversions shall be effected by
receipt of an appropriate Borrowing Notice and shall specify the effective date
of such Continuation or



                                       49
<PAGE>   56

Conversion and the Interest Period to be applicable to the US Facility Loan as
Continued or Converted. Each Continuation and Conversion pursuant to this
Section 2.08 shall be subject to the limitations on Eurodollar Rate Loans set
forth in the definition of "Interest Period" herein and in Sections 2.01 and
2.03 and Article VI hereof. All such Continuations or Conversions of US Facility
Loans shall be effected pro rata based on the Applicable Fronting Percentages of
the US Facility Lenders for the US Facility.

         2.09 Facility Fee. For the period beginning on the Closing Date and
ending on the Total Facility Termination Date, the Company agrees to pay to the
US Facility Agent, and the US Facility Agent shall then pay to each Lender at
its office in the United States so designated thereby based on such Lender's
Applicable Commitment Percentage, a Facility Fee equal to the Applicable Margin
for Facility Fees multiplied by the Total US Facility Commitment. Such payments
of Facility Fees provided for in this Section 2.09 shall be due and payable
quarterly in arrears on the last Business Day of each March, June, September and
December beginning September 30, 2000 to and on the Total Facility Termination
Date. Notwithstanding the foregoing, so long as any US Facility Lender fails to
make available any portion of its US Facility Fronting Commitment when properly
requested by the US Facility Borrower, such US Facility Lender shall not be
entitled to receive payment of its pro rata share of such Facility Fee until
such US Facility Lender shall make available such portion. Such Facility Fee
shall be calculated on the basis of a year of 360 days for the actual number of
days elapsed.

         2.10 Deficiency Advances. No US Facility Lender shall be responsible
for any default of any other US Facility Lender in respect to such other US
Facility Lender's obligation to make any US Facility Loan hereunder nor shall
the US Facility Fronting Commitment of any US Facility Lender or the US Facility
Commitment of any Lender be increased as a result of such default of any other
US Facility Lender. Without limiting the generality of the foregoing, in the
event any US Facility Lender shall fail to advance funds to the US Facility
Borrower as herein provided, the US Facility Agent may in its discretion, but
shall not be obligated to, make a US Facility Advance under the applicable US
Facility Note in its favor as a US Facility Lender of all or any portion of such
amount or amounts (each, a "deficiency advance") and shall thereafter be
entitled to payments of principal of and interest on such deficiency advance in
the same manner and at the same interest rate or rates to which such other US
Facility Lender would have been entitled had it made such advance under its US
Facility Note; provided that, upon payment to the US Facility Agent from such
other US Facility Lender of the entire outstanding amount of each such
deficiency advance, together with accrued and unpaid interest thereon, from the
most recent date or dates interest was paid to the US Facility Agent by the US
Facility Borrower on each US Facility Loan comprising the deficiency advance, at
the interest rate per annum for overnight borrowing by the US Facility Agent
from the Federal Reserve Bank, then such payment shall be credited against the
applicable US Facility Note of the US Facility Agent in full payment of such
deficiency advance and the US Facility Borrower shall be deemed to have borrowed
the amount of such deficiency advance from such other US Facility Lender as of
the most recent date or dates, as the case may be, upon which any payments of
interest were made by the US Facility Borrower thereon.

         2.11 Use of Proceeds. The proceeds of the US Facility Loans made
pursuant to the US Facility hereunder shall be used by the US Facility Borrower
to finance capital expenditures and



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<PAGE>   57

Permitted Acquisitions and for other working capital and general corporate needs
of the Company and its Subsidiaries, including commercial paper backup
liquidity..

         2.12 US Facility Extension.

         (a) With the unanimous consent of all Lenders under the Total
Facilities, at each US Facility Revolving Credit Extension Date the US Facility
Borrower can elect to extend the US Facility Revolving Credit Termination Date
for an additional period of 364 days with respect to the Unutilized Total US
Facility Commitment as at such US Facility Revolving Credit Extension Date;
provided, however, that in no event shall the US Facility Revolving Credit
Termination Date be extended beyond the Total Facility Termination Date.

         (b) The US Facility Borrower shall notify the Lenders of its request
for such an extension by delivering to the US Facility Agent and the Global
Agent notice of such request signed by an Authorized Representative not more
than sixty (60) days nor less than forty-five (45) days prior to the applicable
US Facility Revolving Credit Extension Date. Notice of receipt of such request
shall be provided by the US Facility Agent to the US Facility Lenders and to
each other Facility Agent, who shall in turn provide notice of such request to
the respective Lenders in each such Facility. The Global Agent shall notify the
US Facility Borrower in writing not later than thirty (30) days prior to the
applicable US Facility Revolving Credit Extension Date of the decision of the
Lenders. Failure by any Lender to respond to a request for an extension shall
constitute a refusal of such Lender to give its consent to such extension, and
the US Facility Revolving Credit Termination Date shall not be extended. Failure
by the Global Agent to give such notice to the US Facility Borrower as a result
of not receiving the consent of all Lenders to such extension shall constitute
refusal by the Lenders to extend the US Facility Revolving Credit Termination
Date.

         (c) If on any US Facility Revolving Credit Extension Date the US
Facility Borrower does not so elect to extend the US Facility Revolving Credit
Termination Date then in effect, or if all Lenders under the Total Facilities do
not unanimously consent to such extension, then as of such US Facility Revolving
Credit Termination Date, (i) in addition to any reduction required under Section
2.13 hereof, the Total US Facility Commitment as at such date shall be
permanently reduced by an amount equal to the Unutilized Total US Facility
Commitment as at such date, (ii) the Total US Facility Revolving Credit
Commitment shall be reduced to zero, and (iii) subject to the provisions of
Section 2.13 hereof, all US Facility Outstandings shall be due and payable in
full.

         2.13 US Term Loan Option.

         (a) At each US Facility Revolving Credit Extension Date, the US
Facility Borrower can elect to convert any or all US Facility Revolving Credit
Outstandings as of such US Facility Revolving Credit Extension Date into a term
loan on such date in the original principal amount equal to such US Facility
Revolving Credit Outstandings. US Facility Loans so converted by the US Facility
Borrower in accordance with this Section 2.13 shall be referred to as the "US
Facility Term Loans." The US Facility Term Loans shall be repaid in equal
quarterly installments on the last Business Day of each March, June, September
and December




                                       51
<PAGE>   58

commencing with the first such date after the most recent US Facility Revolving
Credit Extension Date and continuing until and including a final payment on the
Total Facility Termination Date. The US Facility Term Loans may be comprised of
US Facility Base Rate Loans and Eurodollar Rate Loans as the US Facility
Borrower may elect in accordance with the provisions of this Article II. The US
Facility Term Loans shall bear interest at a rate equal to (i) the same terms as
the US Facility Loans prior to the conversion to US Facility Term Loans plus
 .125% until the initial Continuation or Conversion thereof pursuant to Section
2.08 hereof and (ii) the Applicable Margin for either US Facility Base Rate
Loans or Eurodollar Rate Loans, as selected by the Borrower, plus .125%, at all
times after the initial Continuation or Conversion thereof. Amounts repaid or
prepaid on the US Facility Term Loans may not be reborrowed, and the Total US
Facility Commitment shall be permanently reduced by any such amounts.

         (b) If on any US Facility Revolving Credit Extension Date the US
Facility Borrower does not so elect to convert all or a portion of US Facility
Revolving Credit Outstandings as of such date to US Facility Term Loans as
described in (a) above, then on the US Facility Revolving Credit Termination
Date then in effect, (i) all US Facility Revolving Credit Outstandings as of
such date which are not so converted shall be due and payable in full on the US
Facility Revolving Credit Termination Date then in effect, and (ii) in addition
to any reduction required under Section 2.12 hereof, the Total US Facility
Commitment as at such US Facility Revolving Credit Extension Date shall be
permanently reduced by an amount equal to the US Facility Revolving Credit
Outstandings as at such date which are not so converted.

         2.14 Participations. On the Closing Date and each day thereafter until
the Total Facility Termination Date, each Lender (including a US Facility Lender
if necessary) will be deemed to have absolutely, irrevocably and unconditionally
purchased from each US Facility Lender a Participation in US Facility
Outstandings owing to such US Facility Lender in an amount such that, after such
purchase, each Lender will have a Facility Credit Exposure under the US Facility
equal in amount to its Applicable Commitment Percentage multiplied by the US
Facility Outstandings (referred to as the "Facility Participation Amount" for
such Lender in the US Facility). Each such Participation of each Lender in the
US Facility shall be funded in accordance with Section 11.07.

         2.15 Utilization Premium. For the period beginning on the Closing Date
and ending on the US Facility Revolving Credit Termination Date, the US Facility
Borrower agrees to pay to the US Facility Agent, who shall then pay to each US
Facility Lender at its office in the United States based on such US Facility
Lender's Applicable Fronting Percentage of the US Facility, an additional
interest payment which shall accrue for each day on which the amount of US
Facility Outstandings equals or exceeds an amount equal to fifty percent (50%)
of the Total US Facility Commitment as of such day, and shall be payable in an
amount equal to the Utilization Premium multiplied by the amount of all US
Facility Outstandings calculated on the basis of a year of 360 days. Such
additional interest payment shall be payable in arrears on the last Business Day
of each March, June, September and December, beginning September 30, 2000.



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<PAGE>   59


                                   ARTICLE III
                                The UK Facility

         3.01 Advances

         (a) Commitment. Subject to the terms and conditions of this Agreement,
each UK Facility Lender severally agrees to make, on behalf of all the Lenders,
UK Facility Advances in British Pounds Sterling, French Francs or euro (as
specified in a Borrowing Notice) to the UK Facility Borrower requesting such UK
Facility Advance, as the case may be, as specified in such Borrowing Notice,
from time to time from the Closing Date until the Total Facility Termination
Date, on a pro rata basis as to the total borrowing requested by such UK
Facility Borrower on any day determined by such UK Facility Lender's Applicable
Fronting Percentage for UK Facility, up to but not exceeding (i) in the case of
Advances in British Pounds Sterling, the British Pounds Sterling Fronting
Commitment of such UK Facility Lender, (ii) in the case of Advances in French
Francs or euro, the UK Facility Alternative Currency Fronting Commitment of such
UK Facility Lender, and each Lender shall have a Participation in each such UK
Facility Advance pursuant to Section 3.13 equal in amount to its Applicable
Commitment Percentage times such UK Facility Advance; provided, however, that
the UK Facility Lenders will not be required and shall have no obligation to
make any UK Facility Advance (A) so long as a Default or an Event of Default has
occurred and is continuing or (B) if the Lenders have accelerated the maturity
of the Obligations as a result of an Event of Default; provided further,
however, that immediately after giving effect to each such UK Facility Advance,
(x) the UK Facility Outstandings shall not exceed the Total UK Facility
Commitment, and (y) the sum of the French Franc Outstandings plus the euro
Outstandings shall not exceed the Total UK Alternative Currency Commitment.
Within such limits, the UK Facility Borrowers may borrow, repay and reborrow UK
Facility Loans hereunder, on a Business Day, from the Closing Date until, but
(as to borrowings and reborrowings) not including, the Total Facility
Termination Date; provided, however, that the aggregate principal amount
outstanding to any UK Facility Borrower shall not at any time exceed its UK
Facility Maximum Amount; and provided further, however, that (i) no Offshore
Rate Loan shall be made which has an Interest Period that extends beyond the
Total Facility Termination Date and (ii) each Offshore Rate Loan may be repaid
only on the last day of the Interest Period with respect thereto, unless such
payment is accompanied by the additional payment, if any, due under Section
6.05. The UK Facility Borrowers agree that if at any time the UK Facility
Outstandings shall exceed the Total UK Facility Commitment, or the sum of the
French Franc Outstandings plus the euro Outstandings shall exceed the Total UK
Alternative Currency Commitment, the UK Facility Borrowers shall immediately
repay a principal amount of the outstanding UK Facility Loans such that, as a
result of such reduction, the Total UK Facility Commitment shall equal or exceed
the UK Facility Outstandings, and the Total UK Alternative Currency Commitment
shall equal or exceed the sum of the French Franc Outstandings plus the euro
Outstandings.



                                       53
<PAGE>   60



         (b) Amounts, Advances and Rate Selection.

                  (i) The principal amount outstanding on any UK Facility Loan
         shall be recorded in the UK Facility Agent's records in British Pounds
         Sterling in the case of a UK Facility Advance of British Pounds
         Sterling, in French Francs in the case of a UK Facility Advance of
         French Francs, and in euro in the case of a UK Facility Advance of
         euro, in each case based on the amount of any UK Facility Advance as
         reduced from time to time by the amount of any principal payments with
         respect to such UK Facility Advance. In the case of a UK Facility
         Advance of French Francs or euro, the UK Facility Agent shall also
         record the principal amount outstanding on any such UK Facility Loan in
         British Pounds Sterling, based on the Sterling Equivalent Amount of
         such UK Facility Advance determined based on the Spot Rate of Exchange
         as of the date of such Advance, as reduced from time to time by any
         principal payments with respect thereto. In the event a UK Facility
         Loan is Continued pursuant to Section 3.08, such election shall be
         treated as a UK Facility Advance in the Applicable Currency of the
         existing Loan for purposes of this Section 3.01, with the Sterling
         Equivalent Amount of the principal amount of any such Loan in French
         Francs or euro determined based on the Spot Rate of Exchange as of the
         date of such Continuation. The UK Facility Agent shall adjust its books
         to reflect the new Sterling Equivalent Amount of such UK Facility Loan,
         and in the event that such adjustment would cause the UK Facility
         Outstandings to exceed the Total UK Facility Commitment, or would cause
         the sum of the French Franc Outstandings plus the euro Outstandings to
         exceed the Total UK Alternative Currency Commitment, the UK Facility
         Borrowers shall, immediately on the effective date of such
         Continuation, repay the portion of such Continued Loan (applying the
         new Spot Rate of Exchange) necessary to ensure that thereafter the
         Total UK Facility Commitment shall equal or exceed the UK Facility
         Outstandings, and the Total UK Alternative Currency Commitment shall
         equal or exceed the sum of the French Franc Outstandings plus the euro
         Outstandings. There shall be no more than ten (10) Offshore Loans
         outstanding at any one time under the UK Facility.

                  (ii) Each UK Facility Loan and each Continuation and
         Conversion under Section 3.08 in British Pounds Sterling shall be in an
         amount not less than Pound 3,000,000 and if greater in integral
         multiples of Pound 1,000,000; each UK Facility Loan and each
         Continuation and Conversion under Section 3.08 in French Francs or in
         euro shall be in an amount not less than the French Franc Equivalent
         Amount or the euro Equivalent Amount, respectively, of Pound 1,000,000.

                  (iii) For each UK Facility Advance an Authorized
         Representative shall give the UK Facility Agent at least (A) three (3)
         Business Days' irrevocable telefacsimile notice prior to 11:00 A.M.
         (London, England time) of each Offshore Rate Loan in French Francs or
         in euro representing a borrowing or Continuation or Conversion
         hereunder, and (B) two (2) Business Days' irrevocable telefacsimile
         notice prior to 11:00 A.M. (London, England time) of each Offshore Rate
         Loan in British Pounds Sterling representing a borrowing or
         Continuation or Conversion hereunder. Each such notice shall be in the
         form of a Borrowing Notice in the form attached hereto as Exhibit D-2,
         which shall be



                                       54
<PAGE>   61

         effective upon receipt by the UK Facility Agent, and shall specify the
         Type of Loan, whether the Loan is to be made in British Pounds
         Sterling, euro or French Francs, the amount of the UK Facility Advance
         to be made, the date of borrowing and the Interest Period to be used in
         the computation of interest. Neither the UK Facility Agent nor any UK
         Facility Lender shall incur any liability to any UK Facility Borrower
         in acting upon any notice referred to above which the UK Facility Agent
         believes in good faith to have been given by an Authorized
         Representative of such UK Facility Borrower or for otherwise acting in
         good faith, and upon funding of UK Facility Loans by any UK Facility
         Lender in accordance with this Agreement pursuant to any such notice,
         such UK Facility Borrower shall have effected UK Facility Loans
         hereunder. A Borrowing Notice for an Offshore Rate Loan shall be
         irrevocable, and UK Facility Borrower giving such notice shall be bound
         to make a borrowing in accordance therewith, unless such UK Facility
         Borrower pays to the UK Facility Lenders such amounts as may be due
         under Section 6.05 for failure of a borrowing of an Offshore Rate Loan
         to occur on the date specified therefor in a Borrowing Notice. The
         duration of the initial Interest Period for each UK Facility Loan shall
         be as specified in the initial Borrowing Notice. The UK Facility
         Borrowers shall have the option to elect the duration of subsequent
         Interest Periods and to Continue the UK Facility Loans in accordance
         with Section 3.08. If the UK Facility Agent does not receive a notice
         of election of duration of an Interest Period by the time prescribed
         hereby and by Section 3.08, the applicable UK Facility Borrower shall
         be deemed to have elected to Continue such Loan as an Offshore Rate
         Loan with a subsequent Interest Period of one month.

                  (iv) Notice of receipt of each Borrowing Notice in respect of
         UK Facility Loans, together with the amount of each UK Facility
         Lender's portion of an Advance requested thereunder, shall be provided
         by the UK Facility Agent to each UK Facility Lender by telefacsimile
         with reasonable promptness, but not later than (A) with respect to UK
         Facility Advances in British Pounds Sterling, 4:00 P.M. (London,
         England time) on the day two (2) Business Days prior to the date of
         such UK Facility Advance as set forth in such Borrowing Notice and (B)
         with respect to UK Facility Advances in French Francs or euro, 4:00
         P.M. (London, England time) on the day three (3) Business Days prior to
         the date of such UK Facility Advance as set forth in such Borrowing
         Notice. Notice of the applicable interest rate for the requested UK
         Facility Advance shall be provided by the UK Facility Agent to each UK
         Facility Lender by telefacsimile with reasonable promptness, but not
         later than (C) with respect to UK Facility Advances in British Pounds
         Sterling, 2:00 P.M. (London, England time) on the date of the UK
         Facility Advance as set forth in such Borrowing Notice and (D) with
         respect to UK Facility Advances in French Francs or euro, 2:00 P.M.
         (London, England time) on the day two (2) Business Days prior to the
         date of such UK Facility Advance as set forth in such Borrowing Notice.

                  (v) In the case of UK Facility Advances in British Pounds
         Sterling, each UK Facility Lender shall, pursuant to the terms and
         subject to the conditions of this Agreement, not later than 12:00 noon
         (London, England time) on the date specified for such UK Facility
         Advance, make the amount of the UK Facility Advance to be made by it on
         such day available to the applicable UK Facility Borrower by depositing
         or



                                       55
<PAGE>   62

         transferring the proceeds thereof in British Pounds Sterling and in
         Same Day Funds to the UK Facility Agent at its Principal Office. The
         amount so received by the UK Facility Agent shall, subject to the terms
         of this Agreement, be made available to the applicable UK Facility
         Borrower by deposit of the proceeds to an account of such UK Facility
         Borrower maintained at the Principal Office or otherwise as shall be
         directed in the applicable Borrowing Notice.

                  (vi) In the case of UK Facility Advances in French Francs or
         euro, each UK Facility Lender shall, pursuant to the terms and subject
         to the conditions of this Agreement, not later than 9:00 A.M. (London,
         England time) on the date specified for such UK Facility Advance, make
         the amount of the UK Facility Advance to be made by it on such day
         available to the applicable UK Facility Borrower by depositing or
         transferring the proceeds thereof in French Francs or euro and in Same
         Day Funds to the account of the UK Facility Agent at the Funding Bank.
         The amount so received by the Funding Bank shall, subject to the terms
         of this Agreement and upon instruction from the UK Facility Agent to
         the Funding Bank on the same day but no later than 9:00 A.M. (London,
         England time), be made available to the applicable UK Facility Borrower
         by deposit of the amount of French Francs or euro specified in the
         related Borrowing Notice to an account of such UK Facility Borrower
         maintained at the Funding Bank.

         3.02 Payment of Interest.

         (a) The UK Facility Borrowers shall pay interest to the UK Facility
Agent for the account of each UK Facility Lender on the outstanding and unpaid
principal amount of each UK Facility Loan made by such UK Facility Lender for
the period commencing on the date of such UK Facility Loan until such Loan shall
be paid or Continued, as the case may be, at the then applicable Offshore Rate,
such payments to be made (i) in British Pounds Sterling with respect to UK
Facility Loans made in British Pounds Sterling, (ii) in French Francs with
respect to UK Facility Loans made in French Francs (subject to Section 6.09(e)),
and (iii) in euro with respect to UK Facility Loans made in euro (subject to
Section 6.09(e)); provided, however, that if any Event of Default shall have
occurred and be continuing, all amounts outstanding hereunder shall bear
interest thereafter at the Default Rate.

         (b) Interest on each UK Facility Loan shall be computed on the basis of
a year of 365 days for Advances in British Pounds Sterling and 360 days for
Advances in French Francs or euro and calculated for the actual number of days
elapsed. Interest on each UK Facility Loan shall be paid (i) on the last day of
the applicable Interest Period for each such Offshore Rate Loan and, if the
Interest Period extends for more than three months, also at intervals of three
months after the first day of the Interest Period and (ii) upon payment in full
of the principal of each such Loan. Interest on amounts not paid when due shall
be payable on demand.

         3.03 Payment of Principal. The principal amount of each UK Facility
Loan shall be due and payable to the UK Facility Agent for the benefit of each
UK Facility Lender in full on the Total Facility Termination Date. The principal
amount of any Offshore Rate Loan may be prepaid only at the end of the
applicable Interest Period unless the UK Facility Borrowers shall pay to the UK
Facility Agent for the account of the UK Facility Lenders the additional amount,
if




                                       56
<PAGE>   63

any, required under Section 6.05 and, in the case of a prepayment of any
Offshore Rate Loan in French Francs or euro, the applicable UK Facility Borrower
notifies the UK Facility Agent at least three (3) Business Days prior to such
prepayment. All prepayments of UK Facility Loans made by the UK Facility
Borrowers shall be in the Applicable Currency of the respective UK Facility Loan
(subject to Section 6.09(e)) in the amount of (i) Pound 1,000,000 (or the French
Franc Equivalent Amount thereof if in French Francs, or the euro Equivalent
Amount thereof if in euro) or (ii) such greater amount which is an integral
multiple of Pound 500,000 (or the French Franc Equivalent Amount thereof if in
French Francs, or the euro Equivalent Amount thereof if in euro), or (iii) the
amount equal to all UK Facility Outstandings, or (iv) such other amount as
necessary to comply with Section 3.01(a) or 3.07.

         3.04 Manner of Payment.

         (a) Each payment of principal (including any prepayment) and payment of
interest and fees in respect of UK Facility Loans, and any other amount required
to be paid to the UK Facility Lenders with respect to the UK Facility Loans,
shall be made to the UK Facility Agent at its Principal Office, for the account
of each UK Facility Lender's Applicable Lending Office, to be recorded in
British Pounds Sterling and, if applicable, French Francs or euro, as set forth
in Section 3.01(b). Each such payment shall be made in the Applicable Currency
of the UK Facility Loan in Same Day Funds before 1:00 P.M. (London, England
time) on the date such payment is due. The UK Facility Agent may, but shall not
be obligated to, debit the amount of any such payment which is not made by such
time to any ordinary deposit account, if any, of the applicable UK Facility
Borrower with the UK Facility Agent. The UK Facility Borrowers shall give the UK
Facility Agent prior telephonic notice of any payment of principal, such notice
to be given by (i) not later than 11:00 A.M. (London, England time) at least two
(2) Business Days prior to the date of such payment in the case of payment of a
UK Facility Loan in British Pounds Sterling and (ii) not later than 11:00 A.M.
(London, England time) at least three (3) Business Days prior to the date of
such payment in the case of payment of a UK Facility Loan in French Francs or
euro.

         (b) The UK Facility Agent shall deem any payment by or on behalf of the
UK Facility Borrowers hereunder that is not made both (i) in British Pounds
Sterling in the case of UK Facility Loans made in British Pounds Sterling, in
French Francs in the case of UK Facility Loans made in French Francs, or in euro
in the case of UK Facility Loans made in euro (the foregoing subject to Section
6.09(e)) and, in either case, in Same Day Funds and (ii) prior to 1:00 P.M.
(London, England time) to be a non-conforming payment. Any such payment shall
not be deemed to be received by the UK Facility Agent until the later of (x) the
time such funds become available funds in the required Applicable Currency and
(y) the next Business Day. The UK Facility Agent shall give prompt telephonic
notice to the applicable Authorized Representative and each of the UK Facility
Lenders (confirmed in writing) if any payment is non-conforming. Any
non-conforming payment may constitute or become a Default or Event of Default in
accordance with the terms of Section 11.01(a) and 11.01(b). Interest shall
continue to accrue on any principal as to which a non-conforming payment is made
until such funds become available funds (but in no event less than the period
from the date of such payment to the next succeeding Business Day) at the
Default Rate or the maximum rate permitted by applicable law,


                                       57
<PAGE>   64


whichever is lower, from the date such amount was due and payable until the date
such amount is paid in full.

         (c) In the event that any payment hereunder becomes due and payable on
a day other than a Business Day, then such due date shall be extended to the
next succeeding Business Day unless otherwise provided under clause (ii) of the
definition of "Interest Period"; provided that interest shall continue to accrue
during the period of any such extension.

         3.05 Evidence of Indebtedness. Each UK Facility Borrower hereby
authorizes each UK Facility Lender and the UK Facility Agent to record, from
time to time, in its records, the date and amount of each UK Facility Loan; the
interest rates payable by the applicable UK Facility Borrower in respect of each
UK Facility Loan and any Interest Period applicable thereto; the dates and
amounts of all payments received by such UK Facility Lender on account of
principal, interest and fees; and the amount of all the UK Facility Loans which
remain payable by the UK Facility Borrowers to such UK Facility Lender. All
amounts and other information so recorded shall be prima facie evidence thereof.
The failure to record, or any error in recording, any such amount or other
information shall not limit or impair the obligations of the UK Facility
Borrowers hereunder or under any Loan Document.

         3.06 Pro Rata Payments. Except as otherwise provided herein, (a) each
payment on account of the principal of and interest on the UK Facility Loans
shall be made to the UK Facility Agent for the account of the UK Facility
Lenders pro rata based on their Applicable Fronting Percentages for the UK
Facility, (b) all payments to be made by the UK Facility Borrowers for the
account of each of the UK Facility Lenders on account of principal, interest and
fees shall be made without diminution, set-off, recoupment, counterclaim or,
except as set forth in Section 6.06(a), deduction, and (c) the UK Facility Agent
will promptly distribute payments received to the UK Facility Lenders.
Notwithstanding the foregoing, in the event any UK Facility Lender shall not be
able to make an Eurodollar Rate Loan under the circumstances provided in Section
6.01 or 6.03, interest shall be allocated to such UK Facility Lender according
to the interest rate payable to such UK Facility Lender as set forth in Section
6.04.

         3.07 Reductions. The UK Facility Borrowers shall, by notice from an
Authorized Representative, have the right from time to time (but not more
frequently than once during each fiscal quarter), upon not less than ten (10)
Business Days' written notice to the UK Facility Agent, effective upon receipt,
to reduce the Total UK Facility Commitment. The UK Facility Agent shall give
each UK Facility Lender, within one (1) Business Day, telefacsimile notice, or
telephonic notice (confirmed in writing), of such reduction. Each such reduction
shall be in the aggregate amount of Pound 1,000,000 or such greater amount which
is in an integral multiple of Pound 500,000, or the entire remaining Total UK
Facility Commitment, and shall permanently reduce the Total UK Facility
Commitment. No such reduction shall result in the payment of any Offshore Rate
Loan other than on the last day of the Interest Period of such Loan unless such
prepayment is accompanied by amounts due, if any, under Section 6.05. Each such
reduction of the Total UK Facility Commitment shall be accompanied by payment of
the principal amount of the UK Facility Loans to the extent that the UK Facility
Outstandings exceed the Total UK Facility Commitment, or to the extent that the
sum of the French Franc Outstandings plus the euro Outstandings exceeds the
Total UK Alternative Currency Commitment, in each case after



                                       58
<PAGE>   65

giving effect to such reduction, together with accrued and unpaid interest on
the amounts prepaid. Any reduction of the Total UK Facility Commitment hereunder
shall result, ipso facto, in a pro rata reduction of the Total UK Alternative
Currency Commitment so that, as reduced, the Sterling Equivalent Amount of the
Total UK Alternative Currency Commitment shall at all times remain equal to 50%
of the Total UK Facility Commitment.

         3.08 Conversions and Elections of Subsequent Interest Periods. Subject
to the limitations set forth below and in Article VI hereof, and provided that
no Default or Event of Default shall have occurred and be continuing, the UK
Facility Borrowers may, upon three (3) Business Days' notice to the UK Facility
Agent prior to 11:00 A.M. (London, England time) in the case of an Offshore Rate
Loan in British Pounds Sterling and four (4) Business Days' notice to the UK
Facility Agent prior to 11:00 A.M. (London, England time) in the case of an
Offshore Rate Loan in French Francs or in euro, elect a subsequent Interest
Period for all or a portion of Offshore Rate Loans under the UK Facility to
begin on the last day of the then current Interest Period for such Offshore Rate
Loans. Notice of any such Continuations shall be effected by receipt of an
appropriate Borrowing Notice and shall specify the effective date of such
Continuation and the Interest Period to be applicable to the UK Facility Loan as
Continued. Each Continuation pursuant to this Section 3.08 shall be subject to
the limitations on Offshore Rate Loans set forth in the definition of "Interest
Period" herein and in Section 3.01 and 3.03 and Article VI hereof. All such
Continuations of UK Facility Loans shall be effected pro rata based on the
Applicable Fronting Percentages of the UK Facility Lenders for the UK Facility
and shall be in the same currency as the original such Loan.

         3.09 Facility Fee. For the period beginning on the Closing Date and
ending on the Total Facility Termination Date, the Company agrees to pay to the
US Facility Agent, and the US Facility Agent shall then pay to each Lender at
its office in the United States so designated thereby based on such Lender's
Applicable Commitment Percentage, a Facility Fee equal to the Applicable Margin
for Facility Fees multiplied by the Total UK Facility Commitment. Such payments
of Facility Fees provided for in this Section 3.09 shall be due and payable
quarterly in arrears on the last Business Day of each March, June, September and
December beginning September 30, 2000 to and on the Total Facility Termination
Date. Notwithstanding the foregoing, so long as any UK Facility Lender fails to
make available any portion of its UK Facility Fronting Commitment when properly
requested by a UK Facility Borrower, such Lender shall not be entitled to
receive payment of its pro rata share of such Facility Fee until such Lender
shall make available such portion. Such Facility Fee shall be calculated on the
basis of a year of 365 days for the actual number of days elapsed.

         3.10 Deficiency Advances. No UK Facility Lender shall be responsible
for any default of any other UK Facility Lender in respect to such other UK
Facility Lender's obligation to make any UK Facility Loan hereunder nor shall
the UK Facility Fronting Commitment of any UK Facility Lender or the UK Facility
Commitment of any Lender be increased as a result of such default of any other
UK Facility Lender. Without limiting the generality of the foregoing, in the
event any UK Facility Lender shall fail to advance funds to a UK Facility
Borrower as herein provided, Bank of America may in its discretion, but shall
not be obligated to, make a UK Facility Advance hereunder as a UK Facility
Lender of all or any portion of such amount or amounts (each, a "deficiency
advance") and shall thereafter be entitled to payments of principal



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of and interest on such deficiency advance in the same manner and at the same
interest rate or rates to which such other UK Facility Lender would have been
entitled had it made such an advance; provided that, upon payment to Bank of
America from such other UK Facility Lender of the entire outstanding amount of
each such deficiency advance, together with accrued and unpaid interest thereon,
from the most recent date or dates interest was paid to Bank of America by the
applicable UK Facility Borrower on each UK Facility Loan comprising the
deficiency advance, at the interest rate per annum equal to the UK Overnight
Rate, then such payment shall be credited against the applicable UK Facility
Outstanding owing to Bank of America in full payment of such deficiency advance
and the applicable UK Facility Borrower shall be deemed to have borrowed the
amount of such deficiency advance from such other UK Facility Lender as of the
most recent date or dates, as the case may be, upon which any payments of
interest were made by such UK Facility Borrower thereon.

         3.11 Use of Proceeds. The proceeds of the UK Facility Loans made
pursuant to the UK Facility hereunder shall be used by the UK Facility Borrowers
to finance capital expenditures and Permitted Acquisitions and for other working
capital and general corporate needs of the UK Facility Borrowers.

         3.12 One Loan.

         (a) Subject to subsection (c) below, all UK Facility Loans and UK
Facility Advances by the UK Facility Lenders to any UK Facility Borrower shall
constitute the joint and several general obligation of each of the UK Facility
Borrowers. Each UK Facility Borrower shall be jointly and severally liable to
the UK Facility Agent and the UK Facility Lenders for all Obligations hereunder
in respect of the UK Facility, regardless of whether such Obligations arise as a
result of UK Facility Advances to such Borrower, it being stipulated and agreed
that UK Facility Advances hereunder to any UK Facility Borrower inure to the
benefit of each of the UK Facility Borrowers, and that the UK Facility Lenders
are relying on the joint and several liability of the UK Facility Borrowers in
extending credit under the UK Facility.

         (b) Subject to subsection (c) below, each UK Facility Borrower
guarantees to the UK Facility Lenders the payment in full of all of the
Obligations of the other UK Facility Borrowers to the UK Facility Lenders in
respect of UK Facility and further guarantees the due performance by each other
UK Facility Borrower of its respective duties and covenants made in favor of the
UK Facility Agent and the UK Facility Lenders hereunder. Each UK Facility
Borrower agrees that the joint and several liability of the UK Facility
Borrowers shall not be impaired or affected by any modification, supplement,
extension or amendment of any contract or agreement to which the parties thereto
may hereafter agree, nor by any modification, release or other alteration of any
of the rights of the UK Facility Agent and the UK Facility Lenders with respect
to any collateral, nor by any delay, extension of time, renewal, compromise or
other indulgence granted by the UK Facility Agent and the UK Facility Lenders
with respect to any of the Obligations, nor by any other agreements or
arrangements whatever with any other UK Facility Borrower, any guarantor or any
other Person, each UK Facility Borrower hereby waiving all notice of any such
delay, extension, release, substitution, renewal, compromise or other
indulgence, and hereby consenting to be bound thereby as fully and effectually
as if it had expressly agreed thereto in advance. The liability of each UK
Facility Borrower hereunder is direct and unconditional as to all of the


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<PAGE>   67

Obligations hereunder in respect of the UK Facility, and may be enforced without
requiring the UK Facility Agent or the UK Facility Lenders first to resort to
any other right, remedy or security; no UK Facility Borrower shall have any
right of subrogation, reimbursement or indemnity whatsoever, nor any right of
recourse to security for any of the Obligations in respect of the UK Facility,
unless and until all of said Obligations have been paid in full.

         (c) Notwithstanding subsections (a) and (b) above, the joint and
several liability of each UK Facility Borrower for, and its obligation to
guarantee payment of all Obligations of, the other UK Facility Borrowers in
respect of the UK Facility shall not at any time exceed its UK Facility Maximum
Amount.

         3.13 Participations. On the Closing Date and each day thereafter until
the Total Facility Termination Date, each Lender (including a UK Facility Lender
if necessary) will be deemed to have absolutely, irrevocably and unconditionally
purchased from each UK Facility Lender a Participation in UK Facility
Outstandings owing to such UK Facility Lender in an amount such that, after such
purchase, each Lender will have a Facility Credit Exposure under the UK Facility
equal in amount to its Applicable Commitment Percentage multiplied by the UK
Facility Outstandings (referred to as the "Facility Participation Amount" for
such Lender in the UK Facility). Each such Participation of each Lender in the
UK Facility shall be funded in accordance with Section 11.07.

         3.14 Utilization Premium. For the period beginning on the Closing Date
and ending on the Total Facility Termination Date, the UK Facility Borrowers
agree to pay to the UK Facility Agent, who shall then pay to each UK Facility
Lender at its office in the United Kingdom based on such UK Facility Lender's
Applicable Fronting Percentage of the UK Facility, an additional interest
payment which shall accrue for each day on which the amount of UK Facility
Outstandings equals or exceeds an amount equal to fifty percent (50%) of the
Total UK Facility Commitment as of such day, and shall be payable in an amount
equal to the Utilization Premium multiplied by the amount of all UK Facility
Outstandings calculated on the basis of a year of 360 days. Such additional
interest payment shall be payable in arrears on the last Business Day of each
March, June, September and December, beginning September 30, 2000.



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                                   ARTICLE IV
                             The Canadian Facility

         4.01 Advances.

         (a) Commitment. Subject to the terms and conditions of this Agreement,
each Canadian Facility Lender severally agrees to make, on behalf of all the
Lenders, Canadian Facility Advances in Canadian Dollars to the Canadian Facility
Borrower from time to time from the Closing Date until (i) the Total Facility
Termination Date in the case of the Canadian Facility Full Maturity Tranche and
(ii) the Canadian Facility Renewable Tranche Termination Date in the case of the
Canadian Facility Renewable Tranche, in each case on a pro rata basis as to the
total borrowing requested by the Canadian Facility Borrower on any day
determined by such Canadian Facility Lender's Applicable Fronting Percentage for
the Canadian Facility, up to but not exceeding (A) in the case of Advances under
the Canadian Facility Renewable Tranche, the Canadian Facility Renewable Tranche
Fronting Commitment of such Canadian Facility Lender, and (B) in the case of
Advances under the Canadian Facility Full Maturity Tranche, the Canadian
Facility Full Maturity Tranche Fronting Commitment of such Canadian Facility
Lender, and each Lender shall have a Participation in each such Canadian
Facility Advance pursuant to Section 4.14 equal in amount to its Applicable
Commitment Percentage times such Canadian Facility Advance; provided, however,
that the Canadian Facility Lenders will not be required and shall have no
obligation to make any Canadian Facility Advance (x) so long as a Default or an
Event of Default has occurred and is continuing or (y) if the Lenders have
accelerated the maturity of the Obligations as a result of an Event of Default;
provided further, however, that immediately after giving effect to each such
Canadian Facility Advance, (I) the Canadian Facility Outstandings shall not
exceed the Total Canadian Facility Commitment, (II) the Canadian Facility
Renewable Tranche Outstandings shall not exceed the Canadian Facility Renewable
Tranche Commitment, and (III) the Canadian Facility Full Maturity Tranche
Outstandings shall not exceed the Canadian Facility Full Maturity Tranche
Commitment. Within such limits, the Canadian Facility Borrower may borrow, repay
and reborrow Canadian Facility Loans hereunder, on a Business Day, from the
Closing Date until, but (as to borrowings and reborrowings) not including, (i)
the Total Facility Termination Date in the case of the Canadian Facility Full
Maturity Tranche and (ii) the Canadian Facility Renewable Tranche Termination
Date in the case of the Canadian Facility Renewable Tranche; provided, however,
that (A) no Canadian Facility BA Rate Loan shall be made which has an Interest
Period or maturity that extends beyond the Total Facility Termination Date, in
the case of the Canadian Facility Full Maturity Tranche, or the Canadian
Facility Renewable Tranche Termination Date, in the case of the Canadian
Facility Renewable Tranche, and (B) each Canadian Facility BA Rate Loan may be
repaid only on the last day of the Interest Period with respect thereto, unless
such prepayment is accompanied by the additional payment, if any, due under
Section 6.05. The Canadian Facility Borrower agrees that if at any time (x) the
Canadian Facility Outstandings shall exceed the Total Canadian Facility
Commitment, (y) the Canadian Facility Renewable Tranche Outstandings shall
exceed the Canadian Facility Renewable Tranche Commitment, or (z) the Canadian
Facility Full Maturity Tranche Outstandings shall exceed the Canadian Facility
Full Maturity Tranche Commitment, then in any such case the Canadian Facility
Borrower shall immediately repay a principal amount of the outstanding Canadian
Facility Loans such that, as a result of such



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<PAGE>   69

reduction, (I) the Total Canadian Facility Commitment shall equal or exceed the
Canadian Facility Outstandings, (II) the Canadian Facility Renewable Tranche
Commitment shall equal or exceed the Canadian Facility Renewable Tranche
Outstandings and (III) the Canadian Facility Full Maturity Tranche Commitment
shall equal or exceed the Canadian Facility Full Maturity Tranche Outstandings.

         (b) Amounts, Advances and Rate Selection.

                  (i) The principal amount outstanding on any Canadian Facility
         Loan shall be recorded in the Canadian Facility Agent's records in
         Canadian Dollars, based on the amount of any Canadian Facility Advance
         as reduced from time to time by the amount of any principal payments
         with respect to such Canadian Facility Loan. In the event a Canadian
         Facility Loan is Continued or Converted pursuant to Section 4.08, such
         election shall be treated as a Canadian Facility Advance for purposes
         of this Section 4.01. There shall be no more than ten (10) Canadian
         Facility BA Rate Loans outstanding at any one time under the Canadian
         Facility.

                  (ii) Each Canadian Facility Loan and each Continuation and
         Conversion under Section 4.08 shall be in an amount not less than CAN
         $2,000,000 and, if greater, in integral multiples of CAN $100,000.

                  (iii) For each Canadian Facility Advance, an Authorized
         Representative of the Canadian Facility Borrower shall give the
         Canadian Facility Agent (A) at least two (2) Business Days' irrevocable
         telefacsimile notice prior to 10:00 A.M. (Toronto, Canada time) of each
         Canadian Facility BA Rate Loan representing a borrowing or Continuation
         or Conversion hereunder and (B) at least two (2) Business Days'
         irrevocable telefacsimile notice prior to 10:00 A.M. (Toronto, Canada
         time) of each Canadian Facility Base Rate Loan representing a borrowing
         or Conversion hereunder. Each such notice shall be in the form of a
         Borrowing Notice in the form attached hereto as Exhibit D-3, which
         shall be effective upon receipt by the Canadian Facility Agent, and
         shall specify the Type of Canadian Facility Loan (Canadian Facility BA
         Rate or Canadian Facility Base Rate), the amount of the Canadian
         Facility Advance to be made, whether such advance is under the Canadian
         Facility Renewable Tranche or the Canadian Facility Full Maturity
         Tranche, the date of borrowing and the Interest Period (if a Canadian
         Facility BA Rate Loan) to be used in the computation of interest.
         Neither the Canadian Facility Agent nor any Canadian Facility Lender
         shall incur any liability to any Canadian Facility Borrower in acting
         upon any notice referred to above which the Canadian Facility Agent
         believes in good faith to have been given by an Authorized
         Representative of the Canadian Facility Borrower or for otherwise
         acting in good faith, and upon funding of Canadian Facility Loans by
         any Canadian Facility Lender in accordance with this Agreement pursuant
         to any such notice, such Canadian Facility Borrower shall have effected
         Canadian Facility Loans hereunder. A Borrowing Notice for a Canadian
         Facility BA Rate Loan shall be irrevocable, and the Canadian Facility
         Borrower shall be bound to make a borrowing in accordance therewith,
         unless such Canadian Facility Borrower pays to the Canadian Facility
         Lenders such amounts as may be due under Section 6.05 for failure of a
         borrowing of a Canadian Facility BA Rate Loan to occur on the date
         specified therefor in



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<PAGE>   70

         the related Borrowing Notice. The duration of the initial Interest
         Period for each Canadian Facility BA Rate Loan shall be as specified in
         the initial Borrowing Notice. The Canadian Facility Borrower shall have
         the option to elect the duration of subsequent Interest Periods and to
         Continue or Convert the Loans in accordance with Section 4.08. If the
         Canadian Facility Agent does not receive a notice of election of the
         duration of an Interest Period or of the Conversion of a Loan by the
         time prescribed hereby and by Section 4.08, the Canadian Facility
         Borrower shall be deemed to have elected to Convert such Loan to or
         Continue such Loan as a Canadian Facility Base Rate Loan until the
         Canadian Facility Borrower notifies the Canadian Facility Agent in
         accordance with Section 4.08.

                  (iv) Notice of receipt of each Borrowing Notice in respect of
         Canadian Facility Loans shall be provided by the Canadian Facility
         Agent to each Canadian Facility Lender by telefacsimile with reasonable
         promptness, but not later than 12:00 noon (Toronto, Canada time) on the
         same day as the Canadian Facility Agent's receipt of such notice from
         the Canadian Facility Borrower so long as receipt is prior to 10:00
         A.M. (Toronto, Canada time). The Canadian Facility Agent shall
         determine the Canadian Facility Fixed BA Rate for a Canadian Facility
         BA Rate Loan at 10:00 A.M. (Toronto, Canada time) on the day of such
         proposed Canadian Facility Fixed BA Rate, and not later than 12:00 noon
         (Toronto, Canada time) on such date, the Canadian Facility Agent shall
         provide the Canadian Facility Borrower and each Canadian Facility
         Lender notice by telefacsimile transmission of the amount of the
         Canadian Facility Loan or Loans required to be made by each Canadian
         Facility Lender on such date, and the applicable Canadian Facility
         Fixed BA Rate.

                  (v) Not later than 12:00 noon (Toronto, Canada time) on the
         date specified for each Canadian Facility Advance, each Canadian
         Facility Lender shall, pursuant to the terms and subject to the
         conditions of this Agreement, make the amount of the Canadian Facility
         Advance or Advances to be made by it on such day available to the
         Canadian Facility Borrower by depositing or transferring the proceeds
         thereof in Canadian Dollars and Same Day Funds to the Canadian Facility
         Agent at the Principal Office. The amount so received by the Canadian
         Facility Agent shall, subject to the terms of this Agreement, on the
         same day be made available to the Canadian Facility Borrower by
         delivery to the Canadian Facility Borrower's account with the Canadian
         Facility Agent.

         4.02 Payment of Interest.

         (a) The Canadian Facility Borrower shall pay interest to the Canadian
Facility Agent for the account of each Canadian Facility Lender on the
outstanding and unpaid principal amount of each Canadian Facility Loan made by
such Canadian Facility Lender for the period commencing on the date of such
Canadian Facility Loan until such Loan shall be paid, Continued or Converted, as
the case may be, at the then applicable Canadian Facility Base Rate for Canadian
Facility Base Rate Loans or applicable Canadian Facility Fixed BA Rate for
Canadian Facility BA Rate Loans, such payments to be made in Canadian Dollars;
provided, however, that if any Event of Default shall have occurred and be
continuing, all amounts outstanding hereunder shall bear interest thereafter at
the Default Rate.


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<PAGE>   71

         The Canadian Facility Agent's certificate as to each rate of interest
payable hereunder shall be prima facie evidence of such rate.

         (b) Computation of Interest. The Canadian Facility Borrower shall pay
to the Canadian Facility Agent for the benefit of the Canadian Facility Lenders
interest on each Canadian Facility Loan, which interest shall be calculated on
the outstanding principal amount daily for the period:

                  (i) in the case of a Canadian Facility Base Rate Loan,
         commencing on and including the day on which it is advanced and ending
         on, but excluding, the day on which it is repaid; or

                  (ii) in the case of a Canadian Facility BA Rate Loan,
         commencing on and including the first day of the Interest Period
         relative to such Canadian Facility BA Rate Loan and ending on, but
         excluding, the last day of such Interest Period,

at the rate of interest per annum equal to:

                  (i) the Canadian Facility Base Rate for Canadian Facility Base
         Rate Loans, on the basis of a year of 365 days for the actual number of
         days elapsed; or

                  (ii) the Canadian Facility Fixed BA Rate for Canadian Facility
         BA Rate Loans, on the basis of a year of 365 days for the actual number
         of days elapsed.

         For the purposes of this Agreement and calculation of interest on the
basis of a year of 365 days, each rate of interest determined pursuant to such
calculation expressed as an annual rate for the purposes of the Interest Act
(Canada) is equivalent to such rate as so determined multiplied by the number of
days in the calendar year in which the same is to be ascertained and divided by
365. The parties further agree that for the purposes of the Interest Act
(Canada), (i) the principle of deemed reinvestment of interest shall not apply
to any interest calculation under this Agreement, and (ii) the rates of interest
stipulated in this Agreement are intended to be nominal rates and not effective
rates or yields.

         (c) Accrual and Payment of Interest. Interest on each Canadian Facility
Loan shall accrue from day to day but shall not compound and shall be payable:

                  (i) in the case of a Canadian Facility Base Rate Loan or any
         other amount payable hereunder other than in respect of a Canadian
         Facility BA Rate Loan, monthly in arrears on the last Business Day of
         each month; or

                  (ii) in the case of a Canadian Facility BA Rate Loan, on the
         last day of the applicable Interest Period for each Canadian Facility
         BA Rate Loan and, if the Interest Period extends for more than three
         months, at intervals of three months after the first day of the
         Interest Period and upon payment in full of the principal amount of
         each such Loan.

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         4.03 Payment of Principal. Except as set forth in Section 4.13 with
respect to Canadian Facility Term Loans, (i) the principal amount of each
Canadian Facility Loan advanced under the Canadian Facility Full Maturity
Tranche shall be due and payable to the Canadian Facility Agent for the benefit
of the Canadian Facility Lenders in full on the Total Facility Termination Date
and (ii) the principal amount of each Canadian Facility Loan advanced under the
Canadian Facility Renewable Tranche shall be due and payable to the Canadian
Facility Agent for the benefit of the Canadian Facility Lenders in full on the
Canadian Facility Renewable Tranche Termination Date. The principal amount of
any Canadian Facility Base Rate Loan may be prepaid in whole or in part at any
time. The principal amount of any Canadian Facility BA Rate Loan may be prepaid
only at the end of the applicable Interest Period unless the Canadian Facility
Borrower shall pay to the Canadian Facility Agent for the account of the
Canadian Facility Lenders the additional amount, if any, required under Section
6.05. All prepayments of Canadian Facility Loans made by the Canadian Facility
Borrower shall be in the amount of (i) at least CAN $2,000,000 or (ii) the
amount equal to all Canadian Facility Outstandings, or (iii) such other amount
as necessary to comply with Section 4.01(a) or 4.07.

         4.04 Manner of Payment.

         (a) Each payment of principal (including any prepayment) and payment of
interest in respect of Canadian Facility Loans, and any other amount required to
be paid to the Canadian Facility Lenders with respect to the Canadian Facility
Loans, shall be made in Canadian Dollars to the Canadian Facility Agent at its
Principal Office, for the account of each Canadian Facility Lender's Applicable
Lending Office. Each such payment shall be made in Same Day Funds before 12:00
noon (Toronto, Canada time) on the date such payment is due. The Canadian
Facility Agent may, but shall not be obligated to, debit the amount of any such
payment which is not made by such time to any ordinary deposit account, if any,
of the Canadian Facility Borrower with the Canadian Facility Agent. The Canadian
Facility Borrower shall give the Canadian Facility Agent prior telephonic notice
of any payment of principal, such notice to be given by not later than 10:00
A.M. (Toronto, Canada time) one (1) Business Day prior to the date of such
payment.

         (b) The Canadian Facility Agent shall deem any payment by or on behalf
of the Canadian Facility Borrower hereunder that is not made both (i) in
Canadian Dollars and in Same Day Funds and (ii) prior to 12:00 noon (Toronto,
Canada time) to be a non-conforming payment. Any such payment shall not be
deemed to be received by the Canadian Facility Agent until the later of (x) the
time such funds become available funds and (y) the next Business Day. The
Canadian Facility Agent shall give prompt telephonic notice to the applicable
Authorized Representative and each of the Canadian Facility Lenders (confirmed
in writing) if any payment is non-conforming. Any non-conforming payment may
constitute or become a Default or Event of Default in accordance with the terms
of Section 11.01(a) and 11.01(b). Interest shall continue to accrue on any
principal as to which a non-conforming payment is made until such funds become
available funds (but in no event less than the period from the date of such
payment to the next succeeding Business Day) at the Default or the maximum rate
permitted by applicable law, whichever is lower, from the date such amount was
due and payable until the date such amount is paid in full.


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         (c) In the event that any payment hereunder or under the Canadian
Facility Loans which bear interest at the Canadian Facility Base Rate becomes
due and payable on a day other than a Business Day, then such due date shall be
extended to the next succeeding Business Day; provided that interest shall
continue to accrue during the period of any such extension.

         4.05 Evidence of Indebtedness. The Canadian Facility Borrower hereby
authorizes each Canadian Facility Lender and the Canadian Facility Agent to
record, from time to time, in its records, the date and amount of each Canadian
Facility Loan; the interest rates payable by the Canadian Facility Borrower in
respect of each Canadian Facility Loan and any Interest Period applicable
thereto; the dates and amounts of all payments received by such Canadian
Facility Lender on account of principal, interest and fees; and the amount of
all the Canadian Facility Loans which remain payable by the Canadian Facility
Borrower to such Canadian Facility Lender. All amounts and other information so
recorded shall be prima facie evidence thereof. The failure to record, or any
error in recording, any such amount or other information shall not limit or
impair the obligations of the Canadian Facility Borrower hereunder or under any
Loan Document.

         4.06 Pro Rata Payments. Except as otherwise provided herein, (a) each
payment on account of the principal of and interest on the Canadian Facility
Loans shall be made to the Canadian Facility Agent for the account of the
Canadian Facility Lenders pro rata based on their Applicable Fronting
Percentages for the Canadian Facility, (b) all payments to be made by the
Canadian Facility Borrower for the account of each of the Canadian Facility
Lenders on account of principal, interest and fees shall be made without
diminution, set-off, recoupment, counterclaim or, except as set forth in Section
6.06(a), deduction, and (c) the Canadian Facility Agent in all other cases will
promptly distribute payments received to the Canadian Facility Lenders.
Notwithstanding the foregoing, in the event any Canadian Facility Lender shall
not be able to make a Canadian Facility BA Rate Loan under the circumstances
provided in Section 6.01 or 6.03, interest shall be allocated to such Canadian
Facility Lender according to the interest rate payable to such Canadian Facility
Lender as set forth in Section 6.04.

         4.07 Reductions. The Canadian Facility Borrower shall, by notice from
an Authorized Representative, have the right from time to time (but not more
frequently than once during each fiscal quarter), upon not less than ten (10)
Business Days' written notice to the Canadian Facility Agent, effective upon
receipt, to reduce the Total Canadian Facility Commitment. The Canadian Facility
Agent shall give each Canadian Facility Lender, within one (1) Business Day,
telefacsimile notice, or telephonic notice (confirmed in writing), of such
reduction. Each such reduction shall be in the aggregate amount of CAN
$5,000,000 or such greater amount which is in an integral multiple of CAN
$5,000,000 or the entire remaining Total Canadian Facility Commitment, shall
permanently reduce the Total Canadian Facility Commitment and shall result in a
pro rata reduction of both the Canadian Facility Full Maturity Tranche
Commitment and the Canadian Facility Renewable Tranche Commitment, if such
Canadian Facility Renewable Tranche Commitment remains outstanding at the time
of such reduction. No such reduction shall result in the payment of any Canadian
Facility BA Rate Loan other than on the last day of the Interest Period of such
Loan unless such prepayment is accompanied by amounts due, if any, under Section
6.05. Each reduction of the Total Canadian Facility Commitment shall be




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accompanied by payment of the Canadian Facility Loans to the extent that the (i)
Canadian Facility Outstandings exceed the Total Canadian Facility Commitment,
(ii) the Canadian Facility Renewable Tranche Outstandings exceed the Canadian
Facility Renewable Tranche Commitment or (iii) the Canadian Facility Full
Maturity Tranche Outstandings exceed the Canadian Facility Full Maturity Tranche
Commitment, in each case after giving effect to such reduction, together with
accrued and unpaid interest on the amounts prepaid.

         4.08 Conversions and Elections of Subsequent Interest Periods .
Provided that no Default or Event of Default shall have occurred and be
continuing and subject to the limitations set forth below and in Article VI
hereof, the Canadian Facility Borrower may request a Conversion or Continuation
provided that:

                  (a) the proceeds are used to retire the outstanding Canadian
         Facility Loan (the "Outstanding Loan");

                  (b) the Conversion or Continuance would otherwise be a
         permitted Canadian Facility Advance hereunder and the Canadian Facility
         Borrower complies with each provision hereof relative to the obtaining
         of a Canadian Facility Advance;

                  (c) the aggregate principal amount of the Conversion or
         Continuance is not greater than the Outstanding Loan plus accrued
         interest in the case of Canadian Facility BA Rate Loans rounded up to
         the nearest CAN $100,000; and

                  (d) each Conversion or Continuance is made contemporaneously
         with the retirement of the Outstanding Loan.

Notice of any such Conversions or Continuation shall be effected by receipt of
an appropriate Borrowing Notice and shall specify the effective date of such
Conversion or Continuation and the Interest Period to be applicable to the
Canadian Facility Loan as Continued or Converted and the Outstanding Loan to be
retired. Each Continuation and Conversion pursuant to this Section 4.08 shall be
subject to the limitations on Canadian Facility BA Rate Loans set forth in the
definition of "Interest Period" herein and in Sections 4.01 and 4.03 and Article
VI hereof. All such Continuations or Conversions of Canadian Facility Loans
shall be effected pro rata based on the Applicable Fronting Percentages of the
Canadian Facility Lenders for the Canadian Facility.

         4.09 Facility Fee. For the period beginning on the Closing Date and
ending on the Total Facility Termination Date in the case of the Canadian
Facility Full Maturity Tranche, and on the Canadian Facility Renewable Tranche
Termination Date in the case of the Canadian Facility Renewable Tranche, the
Company agrees to pay to the US Facility Agent, and the US Facility Agent shall
then pay to each Lender at its office in the United States so designated thereby
based on such Lender's Applicable Commitment Percentage, (a) a Facility Fee
equal to the Applicable Margin for Facility Fees with respect to the Canadian
Facility Full Maturity Tranche multiplied by the Canadian Facility Full Maturity
Tranche Commitment, and (b) a Facility Fee equal to the Applicable Margin for
Facility Fees with respect to the Canadian Facility Renewable Tranche multiplied
by the Canadian Facility Renewable Tranche



                                       68
<PAGE>   75

Commitment. Such payments of Facility Fees provided for in this Section 4.09
shall be due and payable quarterly in arrears on the last Business Day of each
March, June, September and December of each year beginning September 30, 2000 to
and on the Total Facility Termination Date in the case of the Canadian Facility
Full Maturity Tranche and on the Canadian Facility Renewable Tranche Termination
Date in the case of the Canadian Facility Renewable Tranche. Notwithstanding the
foregoing, so long as any Canadian Facility Fronting Lender fails to make
available any portion of its Canadian Facility Commitment when properly
requested by the Canadian Facility Borrower, such Lender shall not be entitled
to receive payment of its pro rata share of such Facility Fees until such Lender
shall make available such portion. Such Facility Fees shall be calculated on the
basis of a year of 360 days for the actual number of days elapsed.

         4.10 Deficiency Advances. No Canadian Facility Lender shall be
responsible for any default of any other Canadian Facility Lender in respect to
such other Canadian Facility Lender's obligation to make any Canadian Facility
Loan hereunder nor shall the Canadian Facility Fronting Commitment of any
Canadian Facility Lender or the Canadian Facility Commitment of any Lender be
increased as a result of such default of any other Canadian Facility Lender.
Without limiting the generality of the foregoing, in the event any Canadian
Facility Lender shall fail to advance funds to the Canadian Facility Borrower as
herein provided, the Canadian Facility Agent may in its discretion, but shall
not be obligated to, make a Canadian Facility Advance hereunder as a Canadian
Facility Lender of all or any portion of such amount or amounts (each, a
"deficiency advance") and shall thereafter be entitled to payments of principal
of and interest on such deficiency advance in the same manner and at the same
interest rate or rates to which such other Canadian Facility Lender would have
been entitled had it made such advance hereunder; provided that, upon payment to
the Canadian Facility Agent from such other Canadian Facility Lender of the
entire outstanding amount of each such deficiency advance, together with accrued
and unpaid interest thereon, from the most recent date or dates interest was
paid to the Canadian Facility Agent by the Canadian Facility Borrower on each
Canadian Facility Loan comprising the deficiency advance, at the interest rate
per annum equal to the Canadian Overnight Rate, then such payment shall be
credited against the applicable Canadian Facility Outstanding owing to the
Canadian Facility Agent in full payment of such deficiency advance and the
Canadian Facility Borrower shall be deemed to have borrowed the amount of such
deficiency advance from such other Canadian Facility Lender as of the most
recent date or dates, as the case may be, upon which any payments of interest
were made by the Canadian Facility Borrower thereon.

         4.11 Use of Proceeds. The proceeds of the Canadian Facility Loans made
pursuant to the Canadian Facility hereunder shall be used by the Canadian
Facility Borrower to finance capital expenditures and Permitted Acquisitions and
for other working capital and general corporate needs of the Canadian Facility
Borrower, including commercial paper backup liquidity.

         4.12 Canadian Facility Extension.

         (a) With the unanimous consent of all Lenders under the Total
Facilities, at each Canadian Facility Renewable Tranche Extension Date the
Canadian Facility Borrower can elect to extend the Canadian Facility Renewable
Tranche Termination Date for an additional period of 364 days with respect to
the Unutilized Canadian Facility Renewable Tranche Commitment as at



                                       69
<PAGE>   76

such Canadian Facility Renewable Tranche Extension Date; provided, however, that
in no event shall the Canadian Facility Renewable Tranche Termination Date be
extended beyond the Total Facility Termination Date.

         (b) The Canadian Facility Borrower shall notify the Lenders of its
request for such an extension by delivering to the Canadian Facility Agent and
the Global Agent notice of such request signed by an Authorized Representative
not more than sixty (60) days nor less than forty-five (45) days prior to the
applicable Canadian Facility Renewable Tranche Extension Date. Notice of receipt
of such request shall be provided by the Canadian Facility Agent to the Canadian
Facility Lenders and to each other Facility Agent, who shall in turn provide
notice of such request to the respective Lenders in such Facility. The Global
Agent shall notify the Canadian Facility Borrower in writing not later than
thirty (30) days prior to the applicable Canadian Facility Renewable Tranche
Extension Date of the decision of the Lenders. Failure by any Lender to respond
to a request for an extension shall constitute a refusal of such Lender to give
its consent to such extension, and the Canadian Facility Renewable Tranche
Termination Date shall not be extended. Failure by the Global Agent to give such
notice to the Canadian Facility Borrower as a result of not receiving the
consent of all Lenders to such extension shall constitute refusal by the Lenders
to extend the Canadian Facility Renewable Tranche Termination Date.

         (c) If on any Canadian Facility Renewable Tranche Extension Date the
Canadian Facility Borrower does not so elect to extend the Canadian Facility
Renewable Tranche Termination Date then in effect, or if all Lenders under the
Total Facilities do not unanimously consent to such extension, then as of such
Canadian Facility Renewable Tranche Termination Date, (i) in addition to any
reduction required under Section 4.13 hereof, the Total Canadian Facility
Commitment as at such date shall be permanently reduced by an amount equal to
the Canadian Facility Unutilized Renewable Tranche Commitment as at such date,
(ii) the Canadian Facility Renewable Tranche Commitment shall be reduced to
zero, and (iii) subject to the provisions of Section 4.13 hereof, all Canadian
Facility Renewable Tranche Outstandings shall be due and payable in full.

         4.13 Canadian Term Loan Option.

         (a) At each Canadian Facility Renewable Tranche Extension Date, the
Canadian Facility Borrower can elect to convert any or all Canadian Facility
Renewable Tranche Outstandings as of such Canadian Facility Renewable Tranche
Extension Date into a term loan on such date in the original principal amount
equal to such Canadian Facility Renewable Tranche Outstandings. Canadian
Facility Loans so converted by the Canadian Facility Borrower in accordance with
this Section 4.13 shall be referred to as the "Canadian Facility Term Loans."
The Canadian Facility Term Loans shall be repaid in equal quarterly installments
on the last Business Day of each March, June, September and December commencing
with the first such date after the most recent Canadian Facility Renewable
Tranche Extension Date and continuing until and including a final payment on the
Total Facility Termination Date. The Canadian Facility Term Loans may be
comprised of Canadian Facility Base Rate Loans and Canadian Facility BA Rate
Loans as the Canadian Facility Borrower may elect in accordance with the
provisions of this Article IV. The Canadian Facility Term Loans shall bear
interest at a rate



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<PAGE>   77

equal to (i) the same terms as the Canadian Facility Loans prior to the
conversion to Canadian Facility Term Loans plus .125% until the initial
Continuation or Conversion thereof pursuant to Section 4.08 hereof and (ii) the
Applicable Margin for either Canadian Facility Base Rate Loans or Eurodollar
Rate Loans, as selected by the Borrower, plus .125%, at all times after the
initial Continuation or Conversion thereof. Amounts repaid or prepaid on the
Canadian Facility Term Loans may not be reborrowed, and the Total Canadian
Facility Commitment shall be permanently reduced by any such amounts.

         (b) If on any Canadian Facility Renewable Tranche Extension Date the
Canadian Facility Borrower does not so elect to convert all or a portion of its
Canadian Facility Renewable Tranche Outstandings as of such date to Canadian
Facility Term Loans as described in (a) above, then on the Canadian Facility
Renewable Tranche Termination Date then in effect, (i) all Canadian Facility
Renewable Tranche Outstandings as of such date which are not so converted shall
be due and payable in full, and (ii) in addition to any reduction required under
Section 4.12 hereof, the Total Canadian Facility Commitment as at such Canadian
Facility Renewable Tranche Extension Date shall be permanently reduced by an
amount equal to the Canadian Facility Renewable Tranche Outstandings as at such
date which are not so converted.

         4.14 Participations. On the Closing Date and each day thereafter until
the Total Facility Termination Date, each Lender (including a Canadian Facility
Lender if necessary) will be deemed to have absolutely, irrevocably and
unconditionally purchased from each Canadian Facility Lender a Participation in
Canadian Facility Outstandings owing to such Canadian Facility Lender in an
amount such that, after such purchase, each Lender will have a Facility Credit
Exposure under the Canadian Facility equal in amount to its Applicable
Commitment Percentage multiplied by the Canadian Facility Outstandings (referred
to as the "Facility Participation Amount" for such Lender in the Canadian
Facility). Each such Participation of each Lender in the Canadian Facility shall
be funded in accordance with Section 11.07.

         4.15 Maximum Rate of Return. Notwithstanding any provision to the
contrary contained in this Agreement, in no event shall the aggregate "interest"
(as defined in Section 347 of the Criminal Code, Revised Statutes of Canada,
1985, C. 46 as the same may be amended, replaced or re-enacted from time to
time) payable under this Agreement exceed the effective annual rate of interest
on the "credit advanced" (as defined in that section) under this Agreement
lawfully permitted under that section and, if any payment, collection or demand
pursuant to this Agreement in respect of "interest" (as defined in that section)
is determined to be contrary to the provisions of that section, such payment,
collection or demand shall be deemed to have been made by mutual mistake of the
Canadian Facility Borrower and the Canadian Facility Lenders and the amount of
such payment or collection shall be refunded to the Canadian Facility Borrower;
for purposes of this Agreement the effective annual rate of interest shall be
determined in accordance with generally accepted actuarial practices and
principles over the term of the applicable credit advanced on the basis of
annual compounding of the lawfully permitted rate of interest and, in the event
of dispute, a certificate of a Fellow of the Canadian Institute of Actuaries
appointed by the Canadian Facility Agent will be conclusive for the purposes of
such determination.


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<PAGE>   78

         4.16 Utilization Premium.

         (a) For the period beginning on the Closing Date and ending on the
Canadian Facility Renewable Tranche Termination Date, the Canadian Facility
Borrower agrees to pay to the Canadian Facility Agent, who shall then pay to
each Canadian Facility Lender at its office in Canada based on such Canadian
Facility Lender's Applicable Fronting Percentage of the Canadian Facility, an
additional interest payment which shall accrue for each day on which the amount
of Canadian Facility Renewable Tranche Outstandings equals or exceeds an amount
equal to fifty percent (50%) of the Canadian Facility Renewable Tranche
Commitment as of such day, and shall be payable in an amount equal to the
Utilization Premium multiplied by the amount of all Canadian Facility Renewable
Tranche Outstandings calculated on the basis of a year of 360 days. Such
additional interest payment shall be payable in arrears on the last Business Day
of each March, June, September and December, beginning September 30, 2000.

         (b) For the period beginning on the Closing Date and ending on the
Total Facility Termination Date, the Canadian Facility Borrower agrees to pay to
the Canadian Facility Agent, who shall then pay to each Canadian Facility Lender
at its office in Canada based on such Canadian Facility Lender's Applicable
Fronting Percentage of the Canadian Facility, an additional interest payment
which shall accrue for each day on which the amount of Canadian Facility Full
Maturity Tranche Outstandings equals or exceeds an amount equal to fifty percent
(50%) of the Canadian Facility Full Maturity Tranche Commitment as of such day,
and shall be payable in an amount equal to the Utilization Premium multiplied by
the amount of all Canadian Facility Full Maturity Tranche Outstandings
calculated on the basis of a year of 360 days. Such additional interest payment
shall be payable in arrears on the last Business Day of each March, June,
September and December, beginning September 30, 2000.




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<PAGE>   79


                                    ARTICLE V
                            The Australian Facility

         5.01 Advances.

         (a) Commitment. Subject to the terms and conditions of this Agreement,
each Australian Facility Lender severally agrees to make, on behalf of all the
Lenders, Australian Facility Advances in Australian Dollars or New Zealand
Dollars (as specified in a Borrowing Notice) to the Australian Facility Borrower
requesting such Australian Facility Advance, as the case may be, as specified in
such Borrowing Notice, from time to time from the Closing Date until the Total
Facility Termination Date, on a pro rata basis as to the total borrowing
requested by such Australian Facility Borrower on any day determined by such
Australian Facility Lender's Applicable Fronting Percentage for the Australian
Facility, up to but not exceeding (i) in the case of Advances in Australian
Dollars, the Australian Dollar Fronting Commitment of such Australian Facility
Lender, and (ii) in the case of Advances in New Zealand Dollars, the New Zealand
Dollar Fronting Commitment of such Australian Facility Lender, and each Lender
shall have a Participation in each such Australian Facility Advance pursuant to
Section 5.13 equal in amount to its Applicable Commitment Percentage times such
Australian Facility Advance; provided, however, that the Australian Facility
Lenders will not be required and shall have no obligation to make any Australian
Facility Advance (A) so long as a Default or an Event of Default has occurred
and is continuing or (B) if the Lenders have accelerated the maturity of the
Obligations as a result of an Event of Default; provided further, however, that
immediately after giving effect to each such Australian Facility Advance, (x)
the Australian Facility Outstandings shall not exceed the Total Australian
Facility Commitment and (y) the New Zealand Dollar Outstandings shall not exceed
the Total New Zealand Dollar Commitment. Within such limits, the Australian
Facility Borrowers may borrow, repay and reborrow Australian Facility Loans
hereunder, on a Business Day, from the Closing Date until, but (as to borrowings
and reborrowings) not including, the Total Facility Termination Date; provided,
however, that the aggregate principal amount outstanding to any Australian
Facility Borrower shall not at any time exceed its Australian Facility Maximum
Amount; and provided further, however, that (i) no Offshore Rate Loan shall be
made which has an Interest Period that extends beyond the Total Facility
Termination Date and (ii) each Offshore Rate Loan may be repaid only on the last
day of the Interest Period with respect thereto, unless such prepayment is
accompanied by the additional payment, if any, due under Section 6.05. The
Australian Facility Borrowers agree that if at any time the Australian Facility
Outstandings shall exceed the Total Australian Facility Commitment or the New
Zealand Dollar Outstandings shall exceed the Total New Zealand Dollar
Commitment, the Australian Facility Borrowers shall immediately repay a
principal amount of the outstanding Australian Facility Loans such that, as a
result of such reduction, the Total Australian Facility Commitment shall equal
or exceed the Australian Facility Outstandings and the Total New Zealand Dollar
Commitment shall equal or exceed the New Zealand Dollar Outstandings.


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<PAGE>   80

         (b) Amounts, Advances and Rate Selection.

                  (i) The principal amount outstanding on any Australian
         Facility Loan shall be recorded in the Australian Facility Agent's
         records in Australian Dollars in the case of an Australian Facility
         Advance of Australian Dollars and in New Zealand Dollars in the case of
         an Australian Facility Advance of New Zealand Dollars, in each case
         based on the amount of any Australian Facility Advance as reduced from
         time to time by the amount of any principal payments with respect to
         such Australian Facility Advance. In the case of an Australian Facility
         Advance of New Zealand Dollars, the Australian Facility Agent shall
         also record the principal amount outstanding on any such Australian
         Facility Loan in Australian Dollars, based on the Australian Dollar
         Equivalent Amount of such Australia Facility Advance determined based
         on the Spot Rate of Exchange as of the date of such Advance, as reduced
         from time to time by any principal payments with respect thereto. In
         the event an Australian Facility Loan is Continued or Converted
         pursuant to Section 5.08, such election shall be treated as an
         Australian Facility Advance in the Applicable Currency of such Loan for
         purposes of this Section 5.01, with the Australian Dollar Equivalent
         Amount of the principal amount of any such Loan in New Zealand Dollars
         determined based on the Spot Rate of Exchange as of the date of such
         Continuation or Conversion. The Australian Facility Agent shall adjust
         its books to reflect the new Australian Dollar Equivalent Amount of
         such Australian Facility Loan, and in the event that such adjustment
         would cause the Australian Facility Outstandings to exceed the Total
         Australian Facility Commitment, or the New Zealand Dollar Outstandings
         to exceed the Total New Zealand Dollar Commitment, the Australian
         Facility Borrowers shall, immediately on the effective date of such
         Continuation or Conversion, repay the portion of such Continued or
         Converted Loan (applying the new Spot Rate of Exchange) necessary to
         ensure that thereafter the Total Australian Facility Commitment shall
         equal or exceed the Australian Facility Outstandings and the Total New
         Zealand Dollar Commitment shall equal or exceed the New Zealand Dollar
         Outstandings. There shall be no more than four (4) Offshore Facility
         Loans outstanding at any one time under the Australian Facility.

                  (ii) Each Australian Facility Loan and each Continuation and
         Conversion under Section 5.08 shall be (A) in the case of Offshore Rate
         Loans, in an amount not less than AUS $5,000,000 (or the New Zealand
         Dollar Equivalent Amount thereof if in New Zealand Dollars), and, if
         greater, in integral multiples of AUS $500,000 (or the New Zealand
         Dollar Equivalent Amount thereof if in New Zealand Dollars), and (B) in
         the case of Australian Facility Base Rate Loans, in an amount not less
         than AUS $5,000,000 (or the New Zealand Dollar Equivalent Amount
         thereof if in New Zealand Dollars), and, if greater, in integral
         multiples of AUS $500,000 (or the New Zealand Dollar Equivalent Amount
         thereof if in New Zealand Dollars).

                  (iii) For each Australian Facility Advance an Authorized
         Representative shall give the Australian Facility Agent at least (A)
         three (3) Business Days' irrevocable telefacsimile notice prior to
         11:00 A.M. (Sydney, Australia time) of each Offshore Rate Loan
         representing a borrowing or Continuation or Conversion hereunder, and
         (B) three



                                       74
<PAGE>   81

         (3) Business Days' irrevocable telefacsimile notice prior to 11:00 A.M.
         (Sydney, Australia time) of each Australian Facility Base Rate Loan
         representing a borrowing or Continuation or Conversion hereunder. Each
         such notice shall be in the form of a Borrowing Notice in the form
         attached hereto as Exhibit D-4, which shall be effective upon receipt
         by the Australian Facility Agent, and shall specify the Type of Loan,
         whether the Loan is to be made in Australian Dollars or New Zealand
         Dollars, the amount of the Australian Facility Advance to be made, the
         date of borrowing and the Interest Period (if an Offshore Rate Loan) to
         be used in the computation of interest. Neither the Australian Facility
         Agent nor any Australian Facility Lender shall incur any liability to
         any Australian Facility Borrower in acting upon any notice referred to
         above which the Australian Facility Agent believes in good faith to
         have been given by an Authorized Representative of such Australian
         Facility Borrower or for otherwise acting in good faith, and upon
         funding of Australian Facility Loans by any Australian Facility Lender
         in accordance with this Agreement pursuant to any such notice, such
         Australian Facility Borrower shall have effected Australian Facility
         Loans hereunder. A Borrowing Notice for an Offshore Rate Loan shall be
         irrevocable, and Australian Facility Borrower giving such notice shall
         be bound to make a borrowing in accordance therewith, unless such
         Australian Facility Borrower pays to the Australian Facility Lenders
         such amounts as may be due under Section 6.05 for failure of a
         borrowing of an Offshore Rate Loan to occur on the date specified
         therefor in a Borrowing Notice. The duration of the initial Interest
         Period for each Australian Facility Loan shall be as specified in the
         initial Borrowing Notice. The Australian Facility Borrowers shall have
         the option to elect the duration of subsequent Interest Periods and to
         Continue or Convert the Australian Facility Loans in accordance with
         Section 5.08. If the Australian Facility Agent does not receive a
         notice of election of duration of an Interest Period or of the
         Conversion of a Loan by the time prescribed hereby and by Section 5.08,
         the applicable Australian Facility Borrower shall be deemed to have
         elected to Convert such Loan to or Continue such Loan as an Australian
         Facility Base Rate Loan until such Australian Facility Borrower
         notifies the Australian Facility Agent in accordance with Section 5.08.

                  (iv) Notice of receipt of each Borrowing Notice in respect of
         Australian Facility Loans, together with the amount of each Australian
         Facility Lender's portion of an Advance requested thereunder and the
         applicable interest rate, shall be provided by the Australian Facility
         Agent to each Australian Facility Lender by telefacsimile with
         reasonable promptness, but (provided the Australian Facility Agent
         shall have received such notice by 11:00 A.M. (Sydney, Australia time))
         not later than 2:00 P.M. (Sydney, Australia time) on the same day as
         the Australian Facility Agent's receipt of such notice from the
         applicable Australian Facility Borrower.

                  (v) Each Australian Facility Lender shall, pursuant to the
         terms and subject to the conditions of this Agreement, not later than
         12:00 noon (Sydney, Australia time) on the date specified for such
         Australian Facility Advance, make the amount of the Australian Facility
         Advance to be made by it on such day available to the applicable
         Australian Facility Borrower by depositing or transferring the proceeds
         thereof in Australian Dollars or New Zealand Dollars, as requested, and
         in Same Day Funds to the Australian Facility Agent at its Principal
         Office. The amount so received by the




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<PAGE>   82

         Australian Facility Agent shall, subject to the terms of this
         Agreement, be made available to the applicable Australian Facility
         Borrower by deposit of the proceeds to an account of such Australian
         Facility Borrower maintained at the Principal Office or otherwise as
         shall be directed in the applicable Borrowing Notice.

         5.02 Payment of Interest.

         (a) The Australian Facility Borrowers shall pay interest to the
Australian Facility Agent for the account of each Australian Facility Lender on
the outstanding and unpaid principal amount of each Australian Facility Loan
made by such Australian Facility Lender for the period commencing on the date of
such Australian Facility Loan until such Loan shall be paid, Continued or
Converted, as the case may be, at the then applicable Australian Facility Base
Rate for Australian Facility Base Rate Loans or applicable Offshore Rate for
Offshore Rate Loans, such payments to be made (i) in Australian Dollars with
respect to Australian Facility Loans made in Australian Dollars, and (ii) in New
Zealand Dollars with respect to Australian Facility Loans made in New Zealand
Dollars; provided, however, that if any Event of Default shall have occurred and
be continuing, all amounts outstanding hereunder shall bear interest thereafter
at the Default Rate.

         (b) Interest on each Australian Facility Loan shall be computed on the
basis of a year of 365/366 days and calculated for the actual number of days
elapsed. Interest on each Australian Facility Loan shall be paid (i) quarterly
in arrears on the last Business Day of each fiscal quarter, commencing September
30, 2000, for each Australian Facility Base Rate Loan, (ii) on the last day of
the applicable Interest Period for each Offshore Rate Loan and, if the Interest
Period extends for more than three months, also at intervals of three months
after the first day of the Interest Period and (iii) upon payment in full of the
principal of each such Loan. Interest on amounts not paid when due shall be
payable on demand.

         5.03 Payment of Principal. The principal amount of each Australian
Facility Loan shall be due and payable to the Australian Facility Agent for the
benefit of each Australian Facility Lender in full on the Total Facility
Termination Date. The principal amount of any Australian Facility Base Rate Loan
may be prepaid in whole or in part at any time. The principal amount of any
Offshore Rate Loan may be prepaid only at the end of the applicable Interest
Period unless the Australian Facility Borrowers shall pay to the Australian
Facility Agent for the account of the Australian Facility Lenders the additional
amount, if any, required under Section 6.05. All prepayments of Australian
Facility Loans made by the Australian Facility Borrowers shall be in the
Applicable Currency of the respective Australian Facility Loan in the amount of
(i) AUS $5,000,000 (or the New Zealand Dollar Equivalent Amount thereof if in
New Zealand Dollars), or (ii) such greater amount which is an integral multiple
of AUS $1,000,000 (or the New Zealand Dollar Equivalent Amount thereof if in New
Zealand Dollars), or (iii) the amount equal to all Australian Facility
Outstandings, or (iv) such other amount as necessary to comply with Section
5.01(a) or 5.07.


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<PAGE>   83

         5.04 Manner of Payment.

         (a) Each payment of principal (including any prepayment) and payment of
interest and fees in respect of Australian Facility Loans, and any other amount
required to be paid to the Australian Facility Lenders with respect to the
Australian Facility Loans, shall be made to the Australian Facility Agent at its
Principal Office, for the account of each Australian Facility Lender's
Applicable Lending Office, to be recorded in Australian Dollars and, if
applicable, New Zealand Dollars, as set forth in Section 5.01(b). Each such
payment shall be made in Applicable Currency of the Australian Facility Loan in
Same Day Funds before 12:00 noon (Sydney, Australia time) on the date such
payment is due. The Australian Facility Agent may, but shall not be obligated
to, debit the amount of any such payment which is not made by such time to any
ordinary deposit account, if any, of the applicable Australian Facility Borrower
with the Australian Facility Agent. The Australian Facility Borrowers shall give
the Australian Facility Agent prior telephonic notice of any payment of
principal, such notice to be given by not later than 11:00 A.M. (Sydney,
Australia time), at least three (3) Business Days prior to the date of such
payment.

         (b) The Australian Facility Agent shall deem any payment by or on
behalf of the Australian Facility Borrowers hereunder that is not made both (i)
in Australian Dollars in the case of Australian Facility Loans made in
Australian Dollars or in New Zealand Dollars in the case of Australian Facility
Loans made in New Zealand Dollars and, in either case, in Same Day Funds and
(ii) prior to 12:00 noon (Sydney, Australia time) to be a non-conforming
payment. Any such payment shall not be deemed to be received by the Australian
Facility Agent until the later of (x) the time such funds become available funds
in the required Applicable Currency and (y) the next Business Day. The
Australian Facility Agent shall give prompt telephonic notice to the applicable
Authorized Representative and each of the Australian Facility Lenders (confirmed
in writing) if any payment is non-conforming. Any non-conforming payment may
constitute or become a Default or Event of Default in accordance with the terms
of Section 11.01(a) and 11.01(b). Interest shall continue to accrue on any
principal as to which a non-conforming payment is made until such funds become
available funds (but in no event less than the period from the date of such
payment to the next succeeding Business Day) at the Default Rate or the maximum
rate permitted by applicable law, whichever is lower, from the date such amount
was due and payable until the date such amount is paid in full.

         (c) In the event that any payment hereunder becomes due and payable on
a day other than a Business Day, then such due date shall be extended to the
next succeeding Business Day unless otherwise provided under clause (ii) of the
definition of "Interest Period"; provided that interest shall continue to accrue
during the period of any such extension.

         5.05 Evidence of Indebtedness. Each Australian Facility Borrower hereby
authorizes each Australian Facility Lender and the Australian Facility Agent to
record, from time to time, in its records, the date and amount of each
Australian Facility Loan; the interest rates payable by the applicable
Australian Facility Borrower in respect of each Australian Facility Loan and any
Interest Period applicable thereto; the dates and amounts of all payments
received by such Australian Facility Lender on account of principal, interest
and fees; and the amount of all the Australian Facility Loans which remain
payable by the Australian Facility Borrowers to such



                                       77
<PAGE>   84

Australian Facility Lender. All amounts and other information so recorded shall
be prima facie evidence thereof. The failure to record, or any error in
recording, any such amount or other information shall not limit or impair the
obligations of the Australian Facility Borrowers hereunder or under any Loan
Document.

         5.06 Pro Rata Payments. Except as otherwise provided herein, (a) each
payment on account of the principal of and interest on the Australian Facility
Loans shall be made to the Australian Facility Agent for the account of the
Australian Facility Lenders pro rata based on their Applicable Fronting
Percentages for the Australian Facility, (b) all payments to be made by the
Australian Facility Borrowers for the account of each of the Australian Facility
Lenders on account of principal, interest and fees shall be made without
diminution, set-off, recoupment, counterclaim or, except as set forth in Section
6.06(a), deduction, and (c) the Australian Facility Agent will promptly
distribute payments received to the Australian Facility Lenders. Notwithstanding
the foregoing, in the event any Australian Facility Lender shall not be able to
make an Offshore Rate Loan under the circumstances provided in Section 6.01 or
6.03, interest shall be allocated to such Australian Facility Lender according
to the interest rate payable to such Australian Facility Lender as set forth in
Section 6.04.

         5.07 Reductions. The Australian Facility Borrowers shall, by notice
from an Authorized Representative, have the right from time to time (but not
more frequently than once during each fiscal quarter), upon not less than ten
(10) Business Days' written notice to the Australian Facility Agent, effective
upon receipt, to reduce the Total Australian Facility Commitment. The Australian
Facility Agent shall give each Australian Facility Lender, within two (2)
Business Days, telefacsimile notice, or telephonic notice (confirmed in
writing), of such reduction. Each such reduction shall be in the aggregate
amount of AUS $5,000,000 or such greater amount which is in an integral multiple
of AUS $1,000,000, or the entire remaining Total Australian Facility Commitment,
and shall permanently reduce the Total Australian Facility Commitment. No such
reduction shall result in the payment of any Offshore Rate Loan other than on
the last day of the Interest Period of such Loan unless such prepayment is
accompanied by amounts due, if any, under Section 6.05. Each such reduction of
the Total Australian Facility Commitment shall be accompanied by payment of the
principal amount of the Australian Facility Loans to the extent that the
Australian Facility Outstandings exceed the Total Australian Facility Commitment
or the New Zealand Dollar Outstandings exceed the Total New Zealand Dollar
Commitment, in each case after giving effect to such reduction, together with
accrued and unpaid interest on the amounts prepaid. Any reduction of the Total
Australian Facility Commitment hereunder shall result, ipso facto, in a pro rata
reduction of the Total New Zealand Dollar Commitment so that, as reduced, the
Australian Dollar Equivalent Amount of the Total New Zealand Dollar Commitment
shall at all times remain equal to 10% of the Total Australian Facility
Commitment.

         5.08 Conversions and Elections of Subsequent Interest Periods. Subject
to the limitations set forth below and in Article VI hereof, the Australian
Facility Borrowers may:

         (a) upon notice to the Australian Facility Agent on or before 11:00
A.M. (Sydney, Australia time) on any Business Day, Convert all or a part of
Offshore Rate Loans to Australian




                                       78
<PAGE>   85

Facility Base Rate Loans under the Australian Facility on the last day of the
Interest Period for such Offshore Rate Loans; and

         (b) provided that no Default or Event of Default shall have occurred
and be continuing, upon five (5) Business Days' notice to the Australian
Facility Agent prior to 11:00 A.M. (Sydney, Australia time):

                  (i) elect a subsequent Interest Period for all or a portion of
         Offshore Rate Loans under the Australian Facility to begin on the last
         day of the then current Interest Period for such Offshore Rate Loans;
         and

                  (ii) Convert Australian Facility Base Loans to Offshore Rate
         Loans under the Australian Facility on any Business Day.

         Notice of any such Continuations or Conversions shall be effected by
receipt of an appropriate Borrowing Notice and shall specify the effective date
of such Continuation or Conversion and the Interest Period to be applicable to
the Australian Facility Loan as Continued or Converted. Each Continuation and
Conversion pursuant to this Section 5.08 shall be subject to the limitations on
Offshore Rate Loans set forth in the definition of "Interest Period" herein and
in Section 5.01 and 5.03 and Article VI hereof. All such Continuations or
Conversions of Australian Facility Loans shall be effected pro rata based on the
Applicable Fronting Percentages of the Australian Facility Lenders for the
Australian Facility and shall be in the same currency as the original such Loan.

         5.09 Facility Fee. For the period beginning on the Closing Date and
ending on the Total Facility Termination Date, the Company agrees to pay to the
US Facility Agent, and the US Facility Agent shall then pay to each Lender at
its office in the United States so designated thereby based on such Lender's
Applicable Commitment Percentage, a Facility Fee equal to the Applicable Margin
for Facility Fees multiplied by the Total Australian Facility Commitment. Such
payments of Facility Fees provided for in this Section 5.09 shall be due and
payable quarterly in arrears on the last Business Day of each March, June,
September and December beginning September 30, 2000 to and on the Total Facility
Termination Date. Notwithstanding the foregoing, so long as any Australian
Facility Lender fails to make available any portion of its Australian Facility
Fronting Commitment when properly requested by an Australian Facility Borrower,
such Lender shall not be entitled to receive payment of its pro rata share of
such Facility Fee until such Lender shall make available such portion. Such
Facility Fee shall be calculated on the basis of a year of 365/366 days for the
actual number of days elapsed.

         5.10 Deficiency Advances. No Australian Facility Lender shall be
responsible for any default of any other Australian Facility Lender in respect
to such other Australian Facility Lender's obligation to make any Australian
Facility Loan hereunder nor shall the Australian Facility Fronting Commitment of
any Australian Facility Lender or the Australian Facility Commitment of any
Lender be increased as a result of such default of any other Australian Facility
Lender. Without limiting the generality of the foregoing, in the event any
Australian Facility Lender shall fail to advance funds to an Australian Facility
Borrower as herein provided, the Australian Facility Agent may in its
discretion, but shall not be obligated to, make an




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Australian Facility Advance hereunder as an Australian Facility Lender of all or
any portion of such amount or amounts (each, a "deficiency advance") and shall
thereafter be entitled to payments of principal of and interest on such
deficiency advance in the same manner and at the same interest rate or rates to
which such other Australian Facility Lender would have been entitled had it made
such advance; provided that, upon payment to the Australian Facility Agent from
such other Australian Facility Lender of the entire outstanding amount of each
such deficiency advance, together with accrued and unpaid interest thereon, from
the most recent date or dates interest was paid to the Australian Facility Agent
by the applicable Australian Facility Borrower on each Australian Facility Loan
comprising the deficiency advance, at the interest rate per annum equal to the
customary rate set by the Australian Facility Agent for the correction of errors
among banks in Australia for three (3) Business Days and thereafter at the
Australian Facility Base Rate, then such payment shall be credited against the
applicable Australian Facility Outstanding owing to the Australian Facility
Agent in full payment of such deficiency advance and the applicable Australian
Facility Borrower shall be deemed to have borrowed the amount of such deficiency
advance from such other Australian Facility Lender as of the most recent date or
dates, as the case may be, upon which any payments of interest were made by such
Australian Facility Borrower thereon.

         5.11 Use of Proceeds. The proceeds of the Australian Facility Loans
made pursuant to the Australian Facility hereunder shall be used by the
Australian Facility Borrowers to finance capital expenditures and Permitted
Acquisitions and for other working capital and general corporate needs of the
Australian Facility Borrowers.

         5.12 One Loan.

         (a) Subject to subsection (c) below, all Australian Facility Loans and
Australian Facility Advances by the Australian Facility Lenders to any
Australian Facility Borrower shall constitute the joint and several general
obligation of each of the Australian Facility Borrowers. Each Australian
Facility Borrower shall be jointly and severally liable to the Australian
Facility Agent and the Australian Facility Lenders for all Obligations hereunder
in respect of the Australian Facility, regardless of whether such Obligations
arise as a result of Australian Facility Advances to such Borrower, it being
stipulated and agreed that Australian Facility Advances hereunder to any
Australian Facility Borrower inure to the benefit of each of the Australian
Facility Borrowers, and that the Australian Facility Lenders are relying on the
joint and several liability of the Australian Facility Borrowers in extending
credit under the Australian Facility.

         (b) Subject to subsection (c) below, each Australian Facility Borrower
guarantees to the Australian Facility Lenders the payment in full of all of the
Obligations of the other Australian Facility Borrowers to the Australian
Facility Lenders in respect of Australian Facility and further guarantees the
due performance by each other Australian Facility Borrower of its respective
duties and covenants made in favor of the Australian Facility Agent and the
Australian Facility Lenders hereunder. Each Australian Facility Borrower agrees
that the joint and several liability of the Australian Facility Borrowers shall
not be impaired or affected by any modification, supplement, extension or
amendment of any contract or agreement to which the parties thereto may
hereafter agree, nor by any modification, release or other alteration of any of
the rights of the Australian Facility Agent and the Australian Facility Lenders
with respect to any




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<PAGE>   87

collateral, nor by any delay, extension of time, renewal, compromise or other
indulgence granted by the Australian Facility Agent and the Australian Facility
Lenders with respect to any of the Obligations, nor by any other agreements or
arrangements whatever with any other Australian Facility Borrower, any guarantor
or any other Person, each Australian Facility Borrower hereby waiving all notice
of any such delay, extension, release, substitution, renewal, compromise or
other indulgence, and hereby consenting to be bound thereby as fully and
effectually as if it had expressly agreed thereto in advance. The liability of
each Australian Facility Borrower hereunder is direct and unconditional as to
all of the Obligations hereunder in respect of the Australian Facility, and may
be enforced without requiring the Australian Facility Agent or the Australian
Facility Lenders first to resort to any other right, remedy or security; no
Australian Facility Borrower shall have any right of subrogation, reimbursement
or indemnity whatsoever, nor any right of recourse to security for any of the
Obligations in respect of the Australian Facility, unless and until all of said
Obligations have been paid in full.

         (c) Notwithstanding subsections (a) and (b) above, the joint and
several liability of each Australian Facility Borrower for, and its obligation
to guarantee payment of, all Obligations of the other Australian Facility
Borrowers in respect of the Australian Facility shall not at any time exceed its
Australian Facility Maximum Amount.

         5.13 Participations. On the Closing Date and each day thereafter until
the Total Facility Termination Date, each Lender (including an Australian
Facility Lender if necessary) will be deemed to have absolutely, irrevocably and
unconditionally purchased from each Australian Facility Lender a Participation
in Australian Facility Outstandings owing to such Australian Facility Lender in
an amount such that, after such purchase, each Lender will have a Facility
Credit Exposure under the Australian Facility equal in amount to its Applicable
Commitment Percentage multiplied by the Australian Facility Outstandings
(referred to as the "Facility Participation Amount" for such Lender in the
Australian Facility). Each such Participation of each Lender in the Australian
Facility shall be funded in accordance with Section 11.07.

         5.14 Utilization Premium. For the period beginning on the Closing Date
and ending on the Total Facility Termination Date, the Australian Facility
Borrowers agree to pay to the Australian Facility Agent, who shall then pay to
each Australian Facility Lender at its office in Australia based on such
Australian Facility Lender's Applicable Fronting Percentage of the Australian
Facility, an additional interest payment which shall accrue for each day on
which the amount of Australian Facility Outstandings equals or exceeds an amount
equal to fifty percent (50%) of the Total Australian Facility Commitment as of
such day, and shall be payable in an amount equal to the Utilization Premium
multiplied by the amount of all Australian Facility Outstandings calculated on
the basis of a year of 360 days. Such additional interest payment shall be
payable in arrears on the last Business Day of each March, June, September and
December, beginning September 30, 2000.



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<PAGE>   88


                                   ARTICLE VI
                            Changes in Circumstances

         6.01 Increased Cost and Reduced Return.

         (a) If, after the date hereof, the adoption of any applicable law,
rule, or regulation, or any change in any applicable law, rule, or regulation,
or any change in the interpretation or administration thereof by any
Governmental Authority, central bank, or comparable agency charged with the
interpretation or administration thereof, or compliance by any Lender (or its
Applicable Lending Office) with any request or directive (whether or not having
the force of law) of any such Governmental Authority, central bank, or
comparable agency:

                  (i) shall subject such Lender (or its Applicable Lending
         Office) to any tax, duty, or other charge with respect to any Fixed
         Rate Loans, any Note, or its obligation to make or to Participate in
         Fixed Rate Loans; or shall change the basis of taxation of any amounts
         payable to such Lender (or its Applicable Lending Office) under this
         Agreement or any Note in respect of any Fixed Rate Loans (other than
         taxes imposed on the overall net income of such Lender by the
         jurisdiction in which such Lender has its principal office or such
         Applicable Lending Office);

                  (ii) shall impose, modify, or deem applicable any reserve,
         special deposit, assessment, compulsory loan, or similar requirement
         (other than the Applicable Reserve Requirement utilized in the
         determination of the Eurodollar Rate or the Offshore Rate) relating to
         any extensions of credit or other assets of, or any deposits with or
         other liabilities or commitments of, such Lender (or its Applicable
         Lending Office), including the Applicable Facility Commitments or
         Applicable Fronting Commitments of such Lender hereunder; or

                  (iii) shall impose on such Lender (or its Applicable Lending
         Office) or the London or applicable offshore interbank market any other
         condition affecting this Agreement or any Note or any of such
         extensions of credit or liabilities or commitments;

and the result of any of the foregoing is to increase the cost to such Lender
(or its Applicable Lending Office) of making, Converting into, Continuing, or
maintaining or participating in any Fixed Rate Loan or to reduce any sum
received or receivable by such Lender (or its Applicable Lending Office) under
this Agreement or any Note with respect to any Fixed Rate Loan, then each
Borrower in the Facility or Facilities in which such Lender has made, or is
obligated to make, such Fixed Rate Loans to which such increased costs relate
shall pay to such Lender on demand such amount or amounts as will compensate
such Lender for such increased cost or reduction. If any Lender requests
compensation by any Borrower under this Section 6.01(a), the applicable Borrower
may, by notice to such Lender (with a copy to the Applicable Facility Agent and
the Global Agent), suspend the obligation of such Lender to make or Continue
Loans of the Type with respect to which such compensation is requested, or to
Convert Loans of any other Type into Loans of such Type, until the event or
condition giving rise to such request ceases to



                                       82
<PAGE>   89

be in effect (in which case the provisions of Section 6.04 shall be applicable);
provided that such suspension shall not affect the right of such Lender to
receive the compensation so requested.

         (b) If, after the date hereof, any Lender shall have determined that
the adoption of any applicable law, rule, or regulation regarding capital
adequacy or any change therein or in the interpretation or administration
thereof by any Governmental Authority, central bank, or comparable agency
charged with the interpretation or administration thereof, or any request or
directive regarding capital adequacy (whether or not having the force of law) of
any such Governmental Authority, central bank, or comparable agency, has or
would have the effect of reducing the rate of return on the capital of such
Lender or any corporation controlling such Lender as a consequence of such
Lender's obligations hereunder to a level below that which such Lender or such
corporation could have achieved but for such adoption, change, request, or
directive (taking into consideration its policies with respect to capital
adequacy), then from time to time upon demand each Applicable Borrower in any
Facility in which such Lender has made or is obligated to make Loans shall pay
to such Lender such additional amount or amounts as will compensate such Lender
for such reduction.

         (c) Each Lender shall promptly notify the Borrowers and the Agents of
any event of which it has knowledge, occurring after the date hereof, which will
entitle such Lender to compensation pursuant to this Section 6.01 and will
designate a different Applicable Lending Office if such designation will avoid
the need for, or reduce the amount of, such compensation and will not, in the
judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming
compensation under this Section 6.01 shall furnish to the Borrowers and the
Agents a statement setting forth the additional amount or amounts to be paid to
it hereunder which shall be conclusive in the absence of manifest error. In
determining such amount, such Lender may use any reasonable averaging and
attribution methods.

         6.02. Limitation on Types of Loans. If on or prior to the first day of
any Interest Period for any Fixed Rate Loan:

         (a) the Applicable Facility Agent in the Facility in which such Fixed
Rate Loan is to be made or Continued or Converted determines (which
determination shall be conclusive) that by reason of circumstances affecting the
relevant market, adequate and reasonable means do not exist for ascertaining the
Eurodollar Rate or Offshore Rate or Canadian Facility BA Rate, as the case may
be, for such Interest Period; or

         (b) the Required Fronting Lenders in the Facility in which such Fixed
Rate Loan is to be made or Continued or Converted determine (which determination
shall be conclusive) and notify the Applicable Facility Agent and the Global
Agent that (i) the Eurodollar Rate will not adequately and fairly reflect the
cost to the Lenders in such Facility of funding Fixed Rate Loans for such
Interest Period or (ii) that the Offshore Rate does not represent, in the case
of the UK Facility Lenders, the effective cost to those Lenders for deposits in
the Applicable Currency of comparable amounts for the applicable Interest Period
or, in the case of the Australian Facility Lenders, the effective bid rate for
bills of exchange of such tenor in Australian Dollars for such Lenders or (iii)
that the Canadian Facility BA Rate does not represent, in the case of the




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<PAGE>   90
Canadian Facility Lenders, the effective cost to those Lenders for banker's
acceptances of comparable amounts for the applicable Interest Period;

then the Applicable Facility Agent shall give the Applicable Borrowers prompt
notice thereof specifying the relevant Type of Loans and the relevant amounts or
periods, and so long as such condition remains in effect, the Applicable Lenders
in such Facility or Facilities shall be under no obligation to make additional
Loans of such Type, Continue Loans of such Type, or to Convert Loans of any
other Type into Loans of such Type and the Applicable Borrower shall, on the
last day(s) of the then current Interest Period(s) for the outstanding Loans of
the affected Type, either repay such Loans or Convert such Loans into another
Type of Loan in accordance with the terms of this Agreement.

         6.03. Illegality. Notwithstanding any other provision of this
Agreement, in the event that it becomes unlawful for any Lender or its
Applicable Lending Office to make, maintain, or fund any Fixed Rate Loans
hereunder, then such Lender shall promptly notify the Applicable Borrowers in
the Facility or Facilities in which such Lender has made or is obligated to make
such Fixed Rate Loans and such Lender's obligation to make or Continue any Fixed
Rate Loans and to Convert other Types of Loans into such Fixed Rate Loans shall
be suspended until such time as such Lender may again make, maintain, and fund
such Fixed Rate Loans (in which case the provisions of Section 6.04 shall be
applicable).

         6.04. Treatment of Affected Loans. If the obligation of any Lender to
make a particular Type of Fixed Rate Loan or to Continue, or to Convert Loans of
any other Type into, Loans of a particular Type shall be suspended pursuant to
Section 6.01 or 6.03 hereof (Loans of such Type being herein called "Affected
Loans" and such Type being herein called the "Affected Type"), such Lender's
Affected Loans shall be automatically Converted into, in the case of the US
Facility, the Canadian Facility or the Australian Facility, a Floating Rate Loan
applicable to the Facility or Facilities in which the Affected Loans were made
or, in the case of the UK Facility, a UK Facility Alternative Rate Loan (each
referred to as "Substitute Base Rate Loans") on the last day(s) of the then
current Interest Period(s) for Affected Loans (or, in the case of a Conversion
required by Section 6.03 hereof, on such earlier date as such Lender may specify
to the Applicable Borrower with a copy to the Applicable Facility Agent and the
Global Agent) and, unless and until such Lender gives notice as provided below
that the circumstances specified in Section 6.01 or 6.03 hereof that gave rise
to such Conversion no longer exist:

         (a) to the extent that such Lender's Affected Loans have been so
Converted, all payments and prepayments of principal that would otherwise be
applied to such Lender's Affected Loans shall be applied instead to its
Substitute Base Rate Loans; and

         (b) all Loans that would otherwise be made or Continued by such Lender
as Loans of the Affected Type shall be made or Continued instead as Substitute
Base Rate Loans, and all Loans of such Lender that would otherwise be Converted
into Loans of the Affected Type shall be Converted instead into (or shall remain
as) Substitute Base Rate Loans.

If such Lender gives notice to the Applicable Borrowers (with a copy to the
Applicable Facility Agent and the Global Agent) that the circumstances specified
in Section 6.01 or 6.03 hereof that



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<PAGE>   91

gave rise to the Conversion of such Lender's Affected Loans pursuant to this
Section 6.04 no longer exist (which such Lender agrees to do promptly upon such
circumstances ceasing to exist) at a time when Loans of the Affected Type made
by other Lenders are outstanding, such Lender's Substitute Base Rate Loans shall
be automatically Converted, on the first day(s) of the next succeeding Interest
Period(s) for such outstanding Loans of the Affected Type, to the extent
necessary so that, after giving effect thereto, all Loans held by the Lenders
holding Loans of the Affected Type and by such Lender are held pro rata (as to
principal amounts, Types, and Interest Periods) in accordance with their
respective Applicable Fronting Percentage applicable to the Facility or
Facilities in which the Affected Loans were made.

         6.05. Compensation. Upon the request of any Lender, each Applicable
Borrower in any Facility in which such Lender has made or is obligated to make
Loans shall pay to such Lender such amount or amounts as shall be sufficient (in
the reasonable opinion of such Lender) to compensate it for any loss, cost, or
expense (including loss of anticipated profits) incurred by it as a result of:

         (a) any payment, prepayment, or Conversion of a Fixed Rate Loan for any
reason (including, without limitation, the acceleration of the Loans pursuant to
Section 11.01) on a date other than the last day of the Interest Period for such
Loan; or

         (b) any failure by the Applicable Borrower for any reason (including,
without limitation, the failure of any condition precedent specified in Article
VII to be satisfied) to borrow, Convert, Continue, or prepay a Fixed Rate Loan
on the date for such borrowing, Conversion, Continuation, or prepayment
specified in the relevant notice of borrowing, prepayment, Continuation, or
Conversion under this Agreement.

         6.06 Taxes.

         (a) Any and all payments by any Borrower to any Lender or any Agent
under this Agreement and any other Loan Document shall be made free and clear
of, and without deduction or withholding for, any Taxes. In addition, each
Borrower shall pay all Other Taxes.

         (b) If any Borrower shall be required by law to deduct or withhold any
Taxes, Other Taxes or Further Taxes from or in respect of any sum payable
hereunder to any Lender or any Agent, then:

                  (i) the sum payable shall be increased as necessary so that,
         after making all required deductions and withholdings (including
         deductions and withholdings applicable to additional sums payable under
         this Section 6.06), such Lender or Agent, as the case may be, receives
         and retains an amount equal to the sum it would have received and
         retained had no such deductions or withholdings been made;

                  (ii) such Borrower shall make such deductions and
         withholdings;

                  (iii) such Borrower shall pay the full amount deducted or
         withheld to the relevant taxing authority or other authority in
         accordance with applicable law; and


                                       85
<PAGE>   92

                  (iv) such Borrower shall also pay to such Lender or Applicable
         Facility Agent for the account of such Lender, at the time interest is
         paid, Further Taxes in the amount that the respective Lender specifies
         as necessary to preserve the after-tax yield the Lender would have
         received if such Taxes, Other Taxes or Further Taxes had not been
         imposed.

         (c) The Company and each Borrower jointly and severally agree to
indemnify and hold harmless each Lender and each Agent for the full amount of
(i) Taxes, (ii) Other Taxes, and (iii) Further Taxes in the amount that the
respective Lender specifies as necessary to preserve the after-tax yield the
Lender would have received if such Taxes, Other Taxes or Further Taxes had not
been imposed, and any liability (including penalties, interest, additions to tax
and expenses) arising therefrom or with respect thereto, whether or not such
Taxes, Other Taxes or Further Taxes were correctly or legally asserted. Payment
under this indemnification shall be made within 30 days after the date the
applicable Lender or Agent makes written demand therefor.

         (d) Within 30 days after the date of any payment by the applicable
Borrower of Taxes, Other Taxes or Further Taxes, such Borrower shall furnish to
each Applicable Lender or the Applicable Facility Agent the original or a
certified copy of a receipt evidencing payment thereof, or other evidence of
payment satisfactory to such Lender or Agent.

         (e) If any Borrower is required to pay any amount to any Lender or
Agent pursuant to subsection (b) or (c) of this Section 6.06, then such Lender
shall use reasonable efforts (consistent with legal and regulatory restrictions)
to change the jurisdiction of its Applicable Lending Office so as to eliminate
any such additional payment by such Borrower which may thereafter accrue, if
such change in the sole judgment of such Lender is not otherwise disadvantageous
to such Lender.

         (f) Each US Facility Lender organized under the laws of a jurisdiction
outside the United States, on or prior to the date of its execution and delivery
of this Agreement in the case of each Lender listed on the signature pages
hereof and on or prior to the date on which it becomes a US Facility Lender in
the case of each other Lender, and from time to time thereafter if requested in
writing by any US Facility Borrower or the US Facility Agent (but only so long
as such Lender remains lawfully able to do so), shall provide the Company and
the US Facility Agent with (i) Internal Revenue Service Form 1001 or 4224, as
appropriate, or any successor form prescribed by the Internal Revenue Service,
certifying that such Lender is entitled to benefits under an income tax treaty
to which the United States is a party which reduces the rate of withholding tax
on payments of interest or certifying that the income receivable pursuant to
this Agreement is effectively connected with the conduct of a trade or business
in the United States, (ii) Internal Revenue Service Form W-8 or W-9, as
appropriate, or any successor form prescribed by the Internal Revenue Service,
and (iii) any other form or certificate required by any taxing authority
(including any certificate required by Sections 871(h) and 881(c) of the
Internal Revenue Code), certifying that such Lender is entitled to an exemption
from or a reduced rate of tax on payments pursuant to this Agreement or any of
the other Loan Documents.

         (g) Each UK Facility Lender (other than a Lender entitled to receive
payments of interest in respect of each UK Facility Loan free of withholding or
deduction for or on account of



                                       86
<PAGE>   93

United Kingdom income tax under Section 349(3)(a) of the Income and Corporation
Taxes Act 1988 of the United Kingdom (a "UK Qualifying Lender"); provided that
this subsection (e) shall apply to a UK Qualifying Lender which loses such
status, other than through a change in any applicable law, treaty or
governmental rule, regulation or order, or any change in the interpretation,
administration or application thereof after the Closing Date or effective date
thereafter it becomes a Lender, from the date of such loss) shall deliver to the
appropriate Person such application forms, certificates, documents or other
evidence as may be required from time to time, properly completed and duly
executed by such UK Facility Lender, to enable the UK Facility Borrowers to be
able to pay interest on the UK Facility Loans of such UK Facility Lender without
withholding or deduction for or on account of any United Kingdom income tax.

         (h) Each Canadian Facility Lender that is organized under the laws of
any jurisdiction other than Canada or any political subdivision thereof (a
"Non-Canadian Lender") agrees to deliver to the Canadian Facility Borrower and
Canadian Facility Agent upon request such certificates, documents or other
evidence as may be required from time to time, properly completed and duly
executed by such Non-Canadian Lender, to establish the basis for any applicable
exemption from or reduction of taxes with respect to any payments to such
Non-Canadian Lender of principal, interest, fees, commissions or any other
amount payable under this Agreement or the Canadian Facility Loans.

         (i) Each Australian Facility Lender that is organized under the laws of
any jurisdiction other than Australia or any political subdivision thereof, (a
"Non-Australian Lender") agrees to deliver to the Australian Facility Borrowers
and Australian Facility Agent upon request such certificates, documents or other
evidence as may be required from time to time, properly completed and duly
executed by such Non-Australian Lender, to establish the basis for any
applicable exemption from or reduction of taxes with respect to any payments to
such Non-Australian Lender of principal, interest, fees, commissions or any
other amount payable under this Agreement or the Australian Facility Loans,
other than with respect to payments made on or in connection with Australian
Facility Loans advanced in New Zealand Dollars.

         (j) For any period with respect to which a Lender has failed to provide
the Company and the Applicable Facility Agent with the appropriate form pursuant
to Section 6.06(f), (g), (h) or (i), as applicable (unless such failure is due
to a change in treaty, law, or regulation occurring subsequent to the date on
which a form originally was required to be provided), such Lender shall not be
entitled to indemnification under Section 6.06(a), (b), or (c) with respect to
Taxes imposed by the United States, United Kingdom, Canada or Australia, as
applicable (specifically exempting from this Section 6.06(j), and thereby
preserving each Lender's rights to indemnification hereunder with respect to,
Taxes imposed by New Zealand); provided, however, that should a Lender, which is
otherwise exempt from or subject to a reduced rate of withholding tax, become
subject to Taxes because of its failure to deliver a form required hereunder,
each Applicable Borrower shall take such steps as such Lender shall reasonably
request to assist such Lender to recover such Taxes.


                                       87
<PAGE>   94

         (k) Without prejudice to the survival of any other agreement of any
Borrower hereunder, the agreements and obligations of each Borrower contained in
this Section 6.06 shall survive the occurrence of the Total Facility Repayment
Date.

         6.07 Replacement Lender. In the event any Lender seeks additional
compensation pursuant to this Article VI or is restricted from making any Fixed
Rate Loan under this Agreement (a "Restricted Lender"), so long as no Default or
Event of Default shall have occurred and be continuing and the Company has
obtained a commitment from another Lender or an Eligible Assignee to become a
Lender for all purposes hereunder, the Company may cause such Restricted Lender
to be replaced by, and to assign all its Loans, Applicable Facility Commitments,
Applicable Fronting Commitments, Participations and other Obligations owing
thereto pursuant to Section 13.01 to, such other Lender or an Eligible Assignee
reasonably acceptable to the Applicable Facility Agent(s) and the Global Agent
which is not similarly restricted and will not seek such additional
compensation. Such Restricted Lender agrees to execute and to deliver to the
Global Agent and to each Applicable Facility Agent of each Facility in which
such Restricted Lender has made or was obligated to make Loans an Assignment and
Acceptance with such replacement Lender as provided in Section 13.01 hereof upon
payment at par of all principal, interest, fees and other amounts owing under
this Agreement to such Restricted Lender. The Company shall pay to the
Applicable Facility Agent the processing fee required by Section 13.01(a)(iv) in
connection with such assignment.

         6.08 Funding. In the event any Borrower elects to obtain any Loans as
Fixed Rate Loans, or elects to Continue any Fixed Rate Loans or Convert any
portion of the principal amount of any Floating Rate Loans to Fixed Rate Loans,
each Lender may, if it so elects, fulfill its obligation to make or Continue any
portion of the principal amount of any Loan as, or to Convert any portion of the
principal amount of any Loan into, a Fixed Rate Loan in accordance with any
election made by such Borrower by causing a foreign branch or affiliate of such
Lender or an international banking facility created by such Lender to make such
Fixed Rate Loan; provided, that in such event such Fixed Rate Loan shall be
deemed to have been made by such Lender, and the obligation of the Borrower to
repay such Fixed Rate Loan shall nevertheless be to such Lender and shall be
deemed to be held by such Lender, to the extent of such Fixed Rate Loan, for the
account of such foreign branch, affiliate or international banking facility. In
addition, the Borrowers hereby consent and agree that, for purposes of any
determination to be made for purposes of this Agreement (including Sections
6.01, 6.02, 6.03 and 6.04), it shall be conclusively assumed that each Lender
elected to fund all Fixed Rate Loans by purchasing deposits in the Applicable
Currency in its eurocurrency office's interbank eurocurrency market.

         6.09 Economic and Monetary Union in the European Community.

         (a) As a result of the implementation of the European economic and
monetary union ("EMU"), the French Franc and the euro are at the Closing Date,
and anticipated until December 31, 2001 to be, both recognized by the central
bank or comparable governmental authority of France and, subject to Section
6.09(e) below, any amount borrowed hereunder by any party hereto in the French
Franc shall be payable in French Francs and any amount borrowed hereunder in the
euro shall be payable in the euro. After the European Central Bank and/or the
comparable government authority ceases to recognize the French Franc, then the
amount so



                                       88
<PAGE>   95

payable shall be determined by redenominating or converting such French Francs
into the euro at the exchange rate officially fixed by the European Central Bank
for the purpose of implementing the EMU.

         (b) The Applicable Borrowers shall from time to time, at the request of
any Lender, pay to such Lender the amount of any losses, damages, liabilities,
claims, reduction in yield, additional expense or increased cost incurred by, or
of any reduction in any amount payable to or in the effective return on its
capital to, or any decrease or delay in the payment of interest or other return
foregone by, such Lender or any of its affiliates as a result of any political,
tax, liquidity, currency exchange or market risk resulting from the introduction
of, changeover to or operation of the euro in any applicable nation or
eurocurrency market.

         (c) Without prejudice and in addition to any method of conversion or
rounding prescribed by any EMU Legislation and without prejudice to (i) the
liabilities for Indebtedness of the Borrowers to the Lenders under or pursuant
to this Agreement or (ii) each Lender's Commitment, any reference in this
Agreement to a minimum amount (or an integral multiple thereof) in a national
currency of a Subsequent Participant to be paid to or by the UK Facility Agent
shall immediately, upon it becoming a Participating Member State, be replaced by
a reference to such reasonably comparable and convenient amount (or an integral
multiple thereof) in the euro unit as the UK Facility Agent may specify.

         (d) Notwithstanding Sections 3.02, 3.03 and 3.04, if and to the extent
that EMU Legislation provides that amounts denominated in the euro or French
Franc may be paid within France in either the euro or the French Franc by
crediting an account of the creditor in France, payments with respect to the UK
Facility Alternative Currency Tranche may be made in either the euro or French
Franc.

         (e) The UK Facility Agent may from time to time further modify the
terms of, and practices contemplated by, this Agreement with respect to the euro
to the extent the UK Facility Agent determines, in its reasonable discretion,
that such modifications are necessary or convenient to reflect new laws,
regulations, customs or practices developed in connection with the euro. The UK
Facility Agent may effect such modifications, and this Agreement shall be deemed
so amended, without the consent of the Borrower or Lenders to the extent such
modifications are not materially disadvantageous to the Borrower and the
Lenders, upon notice thereto.




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                                   ARTICLE VII
                           Conditions to Making Loans

         7.01 Conditions of Initial Advance. The obligation of the Lenders to
make the initial Advance is subject to the following conditions precedent:

         (a) The Global Agent shall have received, on the Closing Date in form
and substance satisfactory to the Agents and the Lenders the following:

                  (i) executed originals of each of this Agreement and the Notes
         and the other Loan Documents, together with all schedules and exhibits
         thereto in form and substance satisfactory to the Agents and the
         Lenders;

                  (ii) favorable written opinion of counsel to the Company as US
         Facility Borrower and Guarantor, and special U.S. counsel to each other
         Borrower dated the Closing Date, addressed to the Agents and the
         Lenders and satisfactory to special counsel to the Global Agent,
         substantially in the form of Exhibit G attached hereto;

                  (iii) resolutions of the board of directors (or of the
         appropriate committee thereof) of each of the Borrowers certified by
         its secretary or assistant secretary as of the Closing Date, approving
         and adopting the Loan Documents to be executed by such Borrower, and
         authorizing the execution and delivery thereof; specimen signatures of
         officers of each Borrower executing the Loan Documents, certified by
         the Secretary or Assistant Secretary of such Borrower;

                  (iv) the Organizational Documents of each of the Borrowers
         certified as of a recent date by the Secretary of State or comparable
         official of its jurisdiction of organization or, if no such
         certification is available, by the secretary or assistant secretary of
         such Borrower;

                  (v) the Operating Documents of each of the Borrowers certified
         as of the Closing Date as true and correct by the secretary or
         assistant secretary of such Borrower;

                  (vi) certificates issued as of a recent date by the Secretary
         of State or comparable official of the jurisdiction of the formation of
         each of the Borrowers as to the corporate good standing of such
         Borrower therein;

                  (vii) all fees payable by the Borrowers on the Closing Date to
         the Agents and the Lenders;

                  (viii) financial statements of the Borrower and its
         Subsidiaries required to be delivered pursuant to Section 8.02(b)(i)
         hereof;

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<PAGE>   97

                  (ix) a certificate of an Authorized Representative of the
         Company reasonably satisfactory to the Agents and the Lenders as to the
         matters set forth in Section 7.01(b)(ii) through (iv) and 7.01(c)(i);
         and

                  (x) such other documents, instruments, certificates and
         opinions as any Agent or any Lender may reasonably request on or prior
         to the Closing Date in connection with the consummation of the
         transactions contemplated hereby;

         (b) Each of the following shall have occurred or be true:

                  (i) The Global Agent shall have completed all due diligence
         with respect to the Company and its Subsidiaries in scope and
         determination satisfactory to the Global Agent in its sole discretion;

                  (ii) There shall not be any action, suit, investigation or
         proceeding pending or threatened in any court or before any arbitrator
         or governmental instrumentality that (a) purports to affect the
         transactions contemplated hereby, (b) would reasonably be expected to
         have a Material Adverse Effect or (c) would reasonably be expected to
         have a material adverse effect on the ability of the Loan Parties to
         perform their respective obligations hereunder or under the other Loan
         Documents;

                  (iii) The Company and its Subsidiaries shall be in compliance
         with all existing financial and material contractual obligations before
         and immediately after giving effect to the financings and other
         transactions contemplated hereby;

                  (iv) The Company and its Subsidiaries shall have received all
         government, shareholder and third-party approvals, consents and
         waivers, and shall have made or given all necessary filings and
         notices, as shall be required to consummate the transactions
         contemplated hereby without the occurrence of any default under,
         conflict with or violation of (A) any applicable law, rule, regulation,
         order or decree of any court or other Governmental Authority or
         arbitral authority, (B) any Organizational Document or Operating
         Agreements of the Company or any Subsidiary or (C) any agreement,
         document or instrument to which any of the Company or any Subsidiary is
         a party or by which any of them or their properties is bound, if such
         default, conflict or violation would reasonably be expected to result
         in a Material Adverse Effect; and all applicable waiting periods shall
         have expired without any action being taken or threatened in writing by
         any authority that could restrain, prevent or impose any material
         adverse conditions on the making of any Loan or other transactions
         contemplated hereby, and no law or regulation shall be applicable which
         would reasonably be expected to have a Material Adverse Effect; and

         (c) In the good faith judgment of the Agents and the Lenders:

                  (i) There shall not have occurred a material adverse change in
         the business, assets, liabilities, operations, condition (financial or
         otherwise) or prospects of the Company and its Subsidiaries taken as a
         whole since February 29, 2000 or in the facts or



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<PAGE>   98

         information regarding such entities most recently delivered to the
         Global Agent by the Company or any Borrower;

                  (ii) There shall not have occurred and be continuing a
         material adverse change in the market for syndicated credit facilities
         similar in nature to the Facilities or a material disruption of, or a
         material adverse change in, financial, banking or capital market
         conditions, in each case as determined by the Global Agent in its
         reasonable discretion.

         7.02 Conditions of Loans. The obligations of the Lenders to make any
Advances on or subsequent to the Closing Date are subject to the satisfaction of
the following conditions:

         (a) the Applicable Facility Agent under a specific Facility shall have
received a Borrowing Notice if required hereby;

         (b) the representations and warranties of the Borrowers set forth in
Article VII hereof and in each of the other Loan Documents shall be true and
correct on and as of the date of such Advance, with the same effect as though
such representations and warranties had been made on and as of such date, except
to the extent that such representations and warranties expressly relate to an
earlier date and except that the financial statements referred to in Section
8.02(b) shall be deemed to be those financial statements most recently delivered
to the Agents and the Lenders pursuant to Section 9.01 hereof;

         (c) at the time of each such Advance, no Default or Event of Default
shall have occurred and be continuing;

         (d) immediately after giving effect to a US Facility Advance, (i) the
US Facility Outstandings shall not exceed the Total US Facility Commitment and
(ii) the US Facility Revolving Credit Outstandings shall not exceed the US
Facility Revolving Credit Facility;

         (e) immediately after giving effect to a Canadian Facility Advance, (i)
the Canadian Facility Outstandings shall not exceed the Total Canadian Facility
Commitment, (ii) the Canadian Facility Renewable Tranche Outstandings shall not
exceed the Canadian Facility Renewable Tranche Commitment, and (iii) the
Canadian Facility Full Maturity Tranche Outstandings shall not exceed the
Canadian Facility Full Maturity Tranche Commitment;

         (f) immediately after giving effect to a UK Facility Advance, (i) the
UK Facility Outstandings shall not exceed the Total UK Facility Commitment, and
the sum of the French Franc Outstandings plus the euro Outstandings shall not
exceed the Total UK Alternative Currency Commitment, and (ii) the aggregate
amount borrowed by, and outstanding to, any UK Facility Borrower shall not
exceed its UK Facility Maximum Amount;

         (g) immediately after giving effect to an Australian Facility Advance,
(i) the Australian Facility Outstandings shall not exceed the Total Australian
Facility Commitment and the New Zealand Dollar Outstandings shall not exceed the
Total New Zealand Dollar Commitment, and (ii) the aggregate amount borrowed by,
and outstanding to, any Australian Facility Borrower shall not exceed its
Australian Facility Maximum Amount.



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         Each request for a borrowing, Continuation or Conversion of Loans shall
constitute a representation and warranty by the Borrowers that the conditions
set forth in clauses (b) and (c) above have been satisfied as of the date
thereof and that as of the date of such Advance there has not been any material
adverse change in the business, operations or financial condition of the Company
and its Subsidiaries.



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<PAGE>   100


                                  ARTICLE VIII
                         Representations and Warranties

         8.01 Representations and Warranties as to Borrowers and Subsidiaries.
Each Borrower represents and warrants to and in favor of the Agents and each
Lender with respect to itself and to its Subsidiaries (which representations and
warranties shall survive the delivery of the documents mentioned herein and the
making of Loans) that:

         (a) Organization and Authority.

                  (i) each Borrower and each of its Subsidiaries is an entity
         duly organized and validly existing under the laws of the jurisdiction
         of its formation;

                  (ii) each Borrower and each of its Subsidiaries (A) has the
         requisite power and authority to own its properties and assets and to
         carry on its business as now being conducted, and (B) is qualified to
         do business in every jurisdiction in which failure so to qualify would
         have a Material Adverse Effect;

                  (iii) each Borrower has the requisite power and authority to
         execute, deliver and perform this Agreement and the Notes, and to
         borrow hereunder, and to execute, deliver and perform each of the other
         Loan Documents to which it is a party, including without limitation, in
         the case of the Company, the Guaranty; and

                  (iv) when executed and delivered, each of the Loan Documents
         to which such Borrower is a party will be valid and binding obligations
         of such Borrower, enforceable against such Borrower in accordance with
         its terms, subject to the effect of any applicable bankruptcy,
         moratorium, insolvency, reorganization or other similar law affecting
         the enforceability of creditors' rights generally and to the effect of
         general principles of equity which may limit the availability of
         equitable remedies (whether in a proceeding at law or in equity).

         (b) Loan Documents. The execution, delivery and performance by each
Borrower of each of the Loan Documents to which it is a party:

                  (i) have been duly authorized by all requisite Organizational
         Action (including any required shareholder approval) of such Borrower
         required for the lawful execution, delivery and performance thereof;

                  (ii) do not violate any provisions of (A) applicable law, rule
         or regulation, (B) any judgment, writ, order, determination, decree or
         arbitral award of any Governmental Authority or arbitral authority
         binding on such Borrower or its Subsidiaries or its or their
         properties, (C) the Organizational Documents or Operating Documents of
         such Borrower or its Subsidiaries or (D) any provisions of any
         indenture, agreement or other instrument to which such Borrower or any
         of its Subsidiaries is a party, or by which the properties or assets of
         such Borrower or its Subsidiaries are bound;



                                       94
<PAGE>   101

                  (iii) does not and will not be in conflict with, result in a
         breach of or constitute an event of default, or an event which, with
         notice or lapse of time, or both, would constitute an event of default,
         under any contract, indenture, agreement or other instrument or
         document to which the Borrower or any of its Subsidiaries is a party or
         by which any of their properties are bound; and

                  (iv) does not and will not result in the creation or
         imposition of any Lien, charge or encumbrance of any nature whatsoever
         upon any of the properties or assets of such Borrower or any of its
         Subsidiaries.

         (c) Solvency. Each Borrower and each of its Subsidiaries is Solvent
after giving effect to the transactions contemplated by this Agreement and the
other Loan Documents and assuming an Advance on the Closing Date equal to the
Applicable Total Facility Commitment for the Facility in which such Borrower is
an Applicable Borrower.

         8.02 Representations and Warranties of the Company. The Company
represents and warrants with respect to itself and its Subsidiaries (which
representations and warranties shall survive the delivery of the documents
mentioned herein and the making of Loans) that:

         (a) Subsidiaries and Stockholders. It has no Subsidiaries other than
those Persons listed as Subsidiaries in Schedule 8.02(a) hereto and additional
Subsidiaries acquired after the Closing Date as permitted under Section 10.08
hereof. The outstanding shares or other equity interests (including options,
warrants and other rights to acquire any interest) of each such Subsidiary have
been duly authorized and validly issued and are fully paid and nonassessable;
and the Company and each such Subsidiary owns beneficially and of record all the
shares and other interests it is listed as owning in Schedule 8.02(a), free and
clear of any Lien.

         (b) Financial Condition.

                  (i) The Company has heretofore furnished to each Lender an
         audited unqualified consolidated balance sheet of the Company and its
         Subsidiaries as at February 29, 2000 and the notes thereto and the
         related consolidated statements of income, stockholders' equity and
         cash flow for the Fiscal Year then ended, all as examined and certified
         by Ernst & Young, LLP. Except as set forth therein, such financial
         statements (including the notes thereto) present fairly the financial
         condition of the Company and its Subsidiaries as of the end of such
         Fiscal Year and results of their operations and the changes in their
         stockholders' equity for the Fiscal Year then ended, all in conformity
         with Generally Accepted Accounting Principles applied on a Consistent
         Basis. Except as disclosed therein, neither the Company nor any
         Subsidiary has, as of the date hereof, any known and material direct
         liability;

                  (ii) since the later of (A) the date of the audited financial
         statements delivered pursuant to Section 8.02(b)(i) hereof or (B) the
         date of the audited financial statements most recently delivered
         pursuant to Section 9.01(a) hereof, the Company and its Subsidiaries
         have not suffered or endured any Material Adverse Effect; and



                                       95
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                  (iii) except as set forth in (A) the audited financial
         statements delivered pursuant to Section 8.02(b)(i) hereof or (B) the
         audited financial statements most recently delivered pursuant to
         Section 9.01(a) hereof, the Company and its Subsidiaries have not
         incurred, other than in the ordinary course of business, any material
         Contingent Obligation or other liability, obligation or commitment,
         contingent or otherwise, which remain outstanding or unsatisfied.

         (c) Title to Properties. The Company and its Subsidiaries have good and
marketable title to all their respective real and personal properties, subject
to no transfer restrictions, or Liens of any kind, except for the transfer
restrictions and Liens permitted under Section 10.03 hereof.

         (d) Taxes. The Company and its Subsidiaries have filed or caused to be
filed all federal, state and local tax returns which are required to be filed by
them and, except for taxes and assessments being contested in good faith by
appropriate proceedings diligently conducted and against which satisfactory
reserves reflected in the financial statements described in Section 8.02(b)(i)
as required by Generally Accepted Accounting Principles have been established,
have paid or caused to be paid all taxes as shown on said returns or on any
assessment received by them, to the extent that such taxes have become due.

         (e) Other Agreements. Neither the Company nor any Subsidiary is

                  (i) a party to or subject to any judgment, order, decree or
         any agreement or instrument, or subject to other restrictions, which
         individually or in the aggregate could reasonably be expected to result
         in a Material Adverse Effect; or

                  (ii) in default in the performance, observance or fulfillment
         of any of the obligations, covenants or conditions contained in any
         agreement or instrument to which the Company or any Subsidiary is a
         party, which default, if not remedied within any applicable grace
         period, could reasonably be expected to result in a Material Adverse
         Effect.

         (f) Litigation. Except as set forth on Schedule 8.02(f) attached
hereto, there is no action, suit, investigation or proceeding at law or in
equity or by or before any governmental instrumentality or agency or arbitral
body pending, or, to the best knowledge of the Company, threatened by or against
the Company or any Subsidiary or affecting the Company or any Subsidiary or any
properties or rights of the Company or any Subsidiary, which, if determined
adversely to the Company or such Subsidiary, could reasonably be expected to
result in a Material Adverse Effect.

         (g) Margin Stock. The proceeds of the borrowings made hereunder will be
used by the Company and the other Borrowers only for the purposes set forth in
Section 2.11, Section 3.11, Section 4.11 and Section 5.11 hereof. None of such
proceeds will be used, directly or indirectly, for the purpose of purchasing or
carrying any margin stock (as such term is defined in Regulation U, as amended
(12 C.F.R. Part 221), of the Board) or for the purpose of reducing or retiring
any Indebtedness which was originally incurred to purchase or carry margin stock
or for



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any other purpose which might constitute any of the Loans under this Agreement a
"purpose credit" within the meaning of said Regulation U or Regulation X (12
C.F.R. Part 224) of the Board. Neither the Company nor any agent acting in its
behalf has taken or will take any action which might cause this Agreement or any
of the documents or instruments delivered pursuant hereto to violate any
regulation of the Board or to violate the Securities Exchange Act of 1934, or
the Securities Act of 1933, or any state securities laws, in each case as in
effect on the date hereof.

         (h) Intellectual Property. The Company and its Subsidiaries own or have
the right to use, under valid license agreements or otherwise, all patents,
licenses, franchises, trademarks, trademark rights, trade names, trade name
rights, trade secrets, copyrights and know how necessary and material to the
conduct of their businesses as now conducted, in all cases without known
conflict with any patent, license, franchise, trademark, trade secret and
confidential commercial or proprietary information, trade name, copyright,
rights to trade secrets or other proprietary rights of any other Person.

         (i) No Untrue Statement. Neither (a) this Agreement or any other Loan
Document or certificate or document executed and delivered by or on behalf of
the Company or any other Borrower or any Subsidiary in accordance with or
pursuant to any Loan Document nor (b) any statement, representation or warranty
provided to the Agents in connection with the negotiation or preparation of the
Loan Documents contains any misrepresentation or untrue statement of material
fact or omits to state a material fact necessary, in light of the circumstance
under which it was made, in order to make any such warranty, representation or
statement contained therein not misleading.

         (j) No Consents, Etc. Neither the respective businesses or properties
of the Company or any Subsidiary nor any circumstance in connection with the
execution, delivery and performance of the Loan Documents and the transactions
contemplated thereby, is such as to require a consent, approval or authorization
of, or filing, registration or qualification with, any Governmental Authority or
any other Person on the part of the Company or any Borrower or any Subsidiary as
a condition to the execution, delivery and performance of, or consummation of
the transactions contemplated by, this Agreement or the other Loan Documents, or
if so, such consent, approval, authorization, filing, registration or
qualification has been duly obtained or effected, as the case may be.

         (k) ERISA.

                  (i) The Company, each ERISA Affiliate and each Subsidiary is
         in compliance with all applicable provisions of ERISA, the Code and the
         regulations and published interpretations thereunder and in compliance
         with all Foreign Benefit Laws and the regulations and published
         interpretations thereunder with respect to all Employee Benefit Plans,
         except for any required amendments for which the remedial amendment
         period as defined in Section 401(b) of the Code has not yet expired and
         except for failures to so comply that would not, in the aggregate,
         reasonably be expected to result in a Material Adverse Effect. Each
         Employee Benefit Plan that is intended to be qualified under Section
         401(a) of the Code has been determined, or the Company or such ERISA




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         Affiliate or its Subsidiaries is in the process of obtaining a
         determination by the Internal Revenue Service, to be so qualified, each
         trust related to such Employee Benefit Plan has been determined to be
         exempt under Section 501(a) of the Code, and each Employee Benefit Plan
         subject to any Foreign Benefit Law has received the required approvals
         by any Governmental Authority regulating such Employee Benefit Plan,
         except for such qualifications, exemptions and approvals the absence of
         which could not reasonably be expected to result in a Material Adverse
         Effect. No material liability has been incurred by the Company or any
         ERISA Affiliate (including, without limitation, taxes, penalties,
         funding deficiencies and required contributions, installments or other
         payments) which remains unsatisfied with respect to any Employee
         Benefit Plan or any Multiemployer Plan. No Termination Event has
         occurred or is reasonably expected to occur with respect to any
         Employee Benefit Plan, and neither the Company nor any ERISA Affiliate
         has incurred any unpaid withdrawal liability with respect to any
         Multiemployer Plan, which event or liability could reasonably be
         expected to result in a Material Adverse Effect; and

                  (ii) To the best of the Company's knowledge, each Employee
         Benefit Plan subject to Title IV of ERISA or the funding of which is
         regulated by any Foreign Benefit Law, maintained by the Company, any
         ERISA Affiliate or any Subsidiary, has been administered in accordance
         with its terms and is in compliance in all material respects with all
         applicable requirements of ERISA and other applicable laws, regulations
         and rules and any applicable Foreign Benefit Law.

         (l) No Default. As of the date hereof, there does not exist any Default
or Event of Default hereunder.

         (m) Hazardous Materials. The Company, each Borrower and each Subsidiary
are in compliance with all applicable Environmental Laws, except for such
noncompliance that could not reasonably be expected to result in a Material
Adverse Effect, and have been issued and maintain all required federal, state
and local permits, licenses, certificates and approvals pertaining to Hazardous
Materials that are necessary to the conduct of their businesses, except for any
such permits, licenses, certificates or approvals the absence of which could not
reasonably be expected to result in a Material Adverse Effect. Neither the
Company, any Borrower nor any Subsidiary has been notified of any pending or
threatened action, suit, proceeding or investigation, and neither the Company,
any Borrower nor any Subsidiary is aware of any fact, which (A) calls into
question, or could reasonably be expected to call into question, compliance by
the Company, any Borrower or any Subsidiary with any Environmental Laws, except
for such noncompliance that could not reasonably be expected to result in a
Material Adverse Effect, or (B) seeks, or could reasonably be expected to form
the basis of a meritorious proceeding to seek to suspend, revoke or terminate
any license, permit, certification or approval necessary for the operation of
the Company's or any Subsidiary's facility or the generation, handling, storage,
treatment or disposal of any Hazardous Material that is necessary to the conduct
of its business, except for any such license, permit, certification or approval
the absence of which could not reasonably be expected to result in a Material
Adverse Effect, or (iii) seeks to cause, or could reasonably be expected to form
the basis of a meritorious proceeding to cause, any property of the Company or
any Subsidiary to be subject to any restrictions on ownership, use, occupancy or
transferability under any Environmental Law, which such restrictions could




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reasonably be expected to have a Material Adverse Effect, or (iv) constitutes a
reasonable basis to conclude that the Company or any Subsidiary is a potentially
responsible party with regard to any release or threatened release of a
Hazardous Material.





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                                   ARTICLE IX
                             Affirmative Covenants

         Until the Total Facility Repayment Date, unless the Required Lenders
shall otherwise consent in writing, the Company will and will cause each
Subsidiary to:

         9.01 Financial Reports, Etc.

         (a) As soon as practical and in any event within 95 days after the end
of each Fiscal Year of the Company, deliver or cause to be delivered to the
Agents and each Lender (i) consolidated balance sheets of the Company and its
Subsidiaries as at the end of such Fiscal Year, and the notes thereto, and the
related consolidated statements of income, stockholders' equity and cash flow
and the respective notes thereto for such Fiscal Year, setting forth in each
case comparative financial statements for the preceding Fiscal Year, all
prepared in accordance with Generally Accepted Accounting Principles applied on
a Consistent Basis and containing, with respect to the consolidated financial
statements, opinions of Ernst & Young, LLP, or such other independent certified
public accountants selected by the Company and approved by the Required Lenders,
which are unqualified as to the scope of the audit performed and as to the
"going concern" status of the Company and its Subsidiaries and without any
exception not acceptable to the Lenders; (ii) a copy of the Company's Form 10-K
as filed with the Securities and Exchange Commission; and (iii) a certificate of
an Authorized Representative demonstrating compliance with Sections 10.01 and
10.02 of this Agreement as of such Fiscal Year end and the Outstandings under
each Facility as of such Fiscal Year end, which certificate shall be in the form
attached as Exhibit H;

         (b) as soon as practical and in any event within 50 days after the end
of each fiscal quarter (except the last fiscal quarter of the Fiscal Year) of
the Company, deliver to the Agents and each Lender (i) consolidated balance
sheets of the Company and its Subsidiaries as at the end of such fiscal quarter
and the related consolidated statements of income, stockholders' equity and cash
flow for such fiscal quarter and for the period from the beginning of the Fiscal
Year through the end of such reporting period, prepared without notes and
accompanied by a certificate of an Authorized Representative to the effect that
such financial statements present fairly the financial position of the Company
and its Subsidiaries as of the end of such fiscal period and the results of
their operations and the changes in their financial position for such fiscal
period, in conformity with the standards set forth in GAAP with respect to
interim financials; (ii) a copy of the Company's Form 10-Q for such quarterly
period as filed with the Securities and Exchange Commission; and (iii) a
certificate of an Authorized Representative as of such fiscal quarter end
similar to that required pursuant to Section 9.01(a)(iii);

         (c) promptly upon their becoming available to the Company, deliver to
the Agents and each Lender a copy of (i) all regular or special reports or
effective registration statements which the Company or any Subsidiary shall file
with the Securities and Exchange Commission (or any successor thereto) or any
securities exchange, and (ii) all reports, proxy statements,



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financial statements and other information distributed by the Company to its
stockholders, bondholders or the financial community in general; and

         (d) promptly, from time to time, deliver or cause to be delivered to
the Agents or to each Lender such other information regarding the Company's and
each Subsidiary's operations, business affairs and financial condition as any
such Agent or Lender may reasonably request to the extent such statements exist.

         The Agents and the Lenders are hereby authorized to deliver a copy of
any such financial or other information delivered hereunder to the Lenders (or
any affiliate of any Lender) or to the Agents, to any Governmental Authority
having jurisdiction over any of the Agents or the Lenders pursuant to any
written request therefor or in the ordinary course of examination of loan files,
or to any other Person who shall acquire or consider the acquisition of a
participation interest in or assignment of any Loan permitted by this Agreement.

         9.02 Debt Ratings. Notify the Global Agent of any change in any Debt
Rating on the same date that such change is effective.

         9.03 Maintain Properties. Maintain all properties necessary to its
operations in good working order and condition, ordinary wear and tear excepted,
make all needed repairs, replacements and renewals to such properties, and
maintain free from Liens all trademarks, trade names, patents, copyrights, trade
secrets, know-how and other intellectual property and proprietary information
(or adequate licenses thereto), in each case as are necessary to conduct its
business as currently conducted or as contemplated hereby, all in accordance
with customary business practices.

         9.04 Existence, Qualification, Etc. Except as otherwise expressly
permitted under Section 10.05 hereof, do or cause to be done all things
necessary to preserve and keep in full force and effect its existence and all
material rights and franchises, trade names, trademarks and permits and maintain
its license or qualification to do business as a foreign corporation and good
standing in each jurisdiction in which its ownership or lease of property or the
nature of its business makes such license or qualification necessary and in
which the failure to maintain such license or qualification could reasonably be
expected to result in a Material Adverse Effect.

         9.05 Regulations and Taxes. Comply with or contest in good faith by
appropriate proceedings diligently conducted all statutes and governmental
regulations and pay all taxes, assessments, governmental charges, claims for
labor, supplies, rent and any other obligation which, if unpaid, might become a
Lien against any of its properties except liabilities being contested in good
faith by appropriate proceedings diligently conducted and against which adequate
reserves as required by GAAP have been established.

         9.06 Insurance. Maintain with financially sound and reputable insurers
insurance with respect to its properties and business and against such
liabilities, casualties and contingencies of such types and in such amounts as
is customary in the case of corporations engaged in the same or a similar
business or having similar properties similarly situated.



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         9.07 True Books. Keep true books of record and account in which full,
true and correct entries will be made of all of its dealings and transactions,
and set up on its books such reserves as may be required by Generally Accepted
Accounting Principles with respect to doubtful accounts and all taxes,
assessments, charges, levies and claims and with respect to its business in
general, and include such reserves in interim as well as year-end financial
statements.

         9.08 Right of Inspection. Permit any Person designated by any Lender or
any Agent, at such Lender's or Agent's expense, to visit and inspect any of the
properties, corporate books and financial reports of the Company and its
Subsidiaries, and to discuss its affairs, finances and accounts with its
principal officers and independent certified public accountants, all at such
reasonable times, at reasonable intervals and with reasonable prior notice;
provided, however, that following the occurrence and during the continuation of
any Default or Event of Default, such visits or inspections shall be at the
expense of the Company.

         9.09 Observe all Laws. Conform to and duly observe in all material
respects all laws, rules and regulations and all other valid requirements of any
Governmental Authority with respect to the conduct of its business.

         9.10 Covenants Extending to Subsidiaries. Cause each of its
Subsidiaries to do with respect to itself, its business and its assets, each of
the things required of the Company in Sections 9.02 through 9.08, inclusive,
Section 9.14 and Section 9.16.

         9.11 Officer's Knowledge of Default. Upon any executive officer of the
Company obtaining knowledge of the occurrence of any Default or Event of Default
hereunder or under any other obligation of the Company or any Subsidiary to any
Lender, or any event, development or occurrence which could reasonably be
expected to result in a Material Adverse Effect, cause such executive officer or
an Authorized Representative promptly to notify the Agents and each of the
Lenders of the nature thereof, the period of existence thereof, and what action
the Company or such Subsidiary proposes to take with respect thereto.

         9.12 Suits or Other Proceedings. Upon any executive officer of the
Company obtaining knowledge of any litigation, dispute or other proceedings
being instituted or threatened against the Company or any Subsidiaries, or any
attachment, levy, execution or other process being instituted against any assets
of the Company or any Subsidiaries, making a claim or claims in an aggregate
amount greater than $10,000,000 not otherwise covered by insurance, or could
reasonably be expected to have a material adverse effect on the Company and its
Subsidiaries, cause such executive officer or an Authorized Representative
promptly to deliver to the Agents and each of the Lenders written notice thereof
stating the nature and status of such litigation, dispute, proceeding, levy,
execution or other process.

         9.13 Environmental Compliance.

         (a) If the Company or any Subsidiary shall receive in writing any
letter, notice, complaint, order, directive, claim or citation alleging that the
Company or any Subsidiary (i) has violated any Environmental Law, (ii) has
released or is about to release any Hazardous Material other than in compliance
with all Environmental Laws (or suffered or permitted such action by



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any other Person on or in respect of property owned or operated by the Company
or any Subsidiary or any other Person handling, transporting, or disposing of
any Hazardous Material on behalf of the Company or any Subsidiary), or (iii) is
liable for the costs of cleaning up, removing, remediating or responding to a
release or threatened release of Hazardous Materials, which allegation in any of
the foregoing instances, if true, could reasonably be expected to result in a
Material Adverse Effect, the Company and any Subsidiary shall (a) provide prompt
written notice thereof to the Agents describing in reasonable detail the nature
of the matter and what action the Company or the applicable Subsidiary proposes
to take with respect thereto, and (b) within the time period permitted by the
applicable Environmental Law or the Governmental Authority responsible for
enforcing such Environmental Law, remove or remedy, or cause the applicable
Subsidiary to remove or remedy, such violation or release or satisfy such
liability, unless and only during the period that the applicability of the
Environmental Law, the fact of such violation or liability or the action
required to remove or remedy such violation is being contested by the Company or
the applicable Subsidiary by appropriate proceedings diligently conducted and
all reserves with respect thereto as may be required under Generally Accepted
Accounting Principles, if any, have been made, and no Lien in connection
therewith shall have attached to any property of the Company or the applicable
Subsidiary which shall have become enforceable against creditors of such Person.

         (b) Except for Hazardous Materials necessary for the routine
maintenance of the properties owned or operated by the Company and its
Subsidiaries or as brought on to such properties in the ordinary course of the
Company's or any Subsidiary's business, which Hazardous Material shall be used
in compliance in all material respects with all applicable Environmental Laws,
the Company covenants that it shall, and shall cause each Subsidiary to, not
permit any Hazardous Materials to be brought on to the real property owned or
operated by the Company and its Subsidiaries, or if so brought or found located
thereon, shall be immediately removed, with proper disposal, and all
environmental cleanup requirements shall be diligently undertaken pursuant to
all Environmental Laws unless the presence of such Hazardous Materials could not
reasonably be expected to result in a Material Adverse Effect.

         9.14 Further Assurances. At the Borrowers' cost and expense, upon
request of any of the Agents, duly execute and deliver or cause to be duly
executed and delivered, to the Agents such further instruments, documents and
certificates, and do and cause to be done such further acts that may be
reasonably necessary or advisable in the opinion of the Agents or any of them to
carry out more effectively the provisions and purposes of this Agreement and the
other Loan Documents.

         9.15 Continued Operations. Continue at all times to conduct its
business and engage principally in the same line or lines of business
substantially as heretofore conducted.

         9.16 Use of Proceeds. Use the proceeds of the Loans solely for the
purposes specified in Sections 2.11, 3.11, 4.11 and 5.11, as applicable.



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                                    ARTICLE X
                               Negative Covenants

         Until the Total Facility Repayment Date, unless the Required Lenders
shall otherwise consent in writing, the Company will not, nor will it permit any
Subsidiary to:

         10.01 Consolidated Funded Indebtedness to Consolidated Total
Capitalization. Permit the ratio of Consolidated Funded Indebtedness to
Consolidated Total Capitalization to exceed 0.55 to 1.00 at any time.

         10.02 Consolidated EBIT to Consolidated Interest Expense. Permit the
ratio of Consolidated EBIT to Consolidated Interest Expense for the Four-Quarter
Period immediately preceding the date of computation to be less than 3.00 to
1.00 at any time.

         10.03 Liens . Incur, create or permit to exist any Lien, charge or
other encumbrance of any nature whatsoever with respect to any property or
assets now owned or hereafter acquired by the Company or any of its
Subsidiaries, other than

         (a) Liens existing as of the date hereof, and (i) as set forth in
Schedule 10.03 attached hereto, (ii) as otherwise exist in France, South Africa
and Mexico or (iii) which attach only to office or retail equipment;

         (b) Liens imposed by law for taxes, assessments or charges of any
Governmental Authority for claims not yet due or which are being contested in
good faith by appropriate proceedings diligently conducted, and with respect to
which adequate reserves or other appropriate provisions are being maintained in
accordance with Generally Accepted Accounting Principles;

         (c) statutory or contractual Liens of landlords and Liens of carriers,
warehousemen, mechanics, materialmen and other Liens imposed by law or created
in the ordinary course of business and in existence less than 90 days from the
date of creation thereof for amounts not yet due or which are being contested in
good faith by appropriate proceedings diligently conducted, and with respect to
which adequate reserves or other appropriate provisions are being maintained in
accordance with Generally Accepted Accounting Principles;

         (d) Liens incurred or deposits made (i) in the ordinary course of
business (including, without limitation, performance and surety bonds) in
connection with workers' compensation, unemployment insurance and other types of
social security benefits or (ii) to secure the performance of tenders, bids,
leases, contracts (other than for the repayment of Indebtedness), statutory
obligations and other similar obligations or arising as a result of progress
payments under government contracts;

         (e) easements (including reciprocal easement agreements and utility
agreements), rights-of-way, covenants, consents, reservations, encroachments or
title defects, variations and zoning and other restrictions, charges or
encumbrances (whether or not recorded) affecting real




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property, which do not interfere materially with the ordinary conduct of the
business of the Company or any Subsidiary and which do not materially detract
from the value of the property to which they attach or materially impair the use
thereof to the Company or any Subsidiary;

         (f) purchase money Liens to secure Indebtedness for Money Borrowed
incurred to purchase fixed assets, provided such Indebtedness represents not
more than 100% of the purchase price of such assets as of the date of purchase
thereof and no property other than the assets so purchased secures such
Indebtedness;

         (g) Liens arising in connection with Capital Leases provided that no
such Lien shall extend to or cover any property or assets other than assets
subject to the Capital Leases; and

         (h) other Liens not otherwise permitted by paragraphs (a) through (g)
of this Section 10.03 to secure Indebtedness for Money Borrowed in an aggregate
principal amount outstanding that does not result in a Default under Section
10.01 or 10.02.

         10.04 Transfer of Assets. Sell, lease, transfer or otherwise dispose of
any assets of the Company or any Subsidiary other than:

         (a) dispositions of inventory in the ordinary course of business;

         (b) dispositions of assets or property that are (i) substantially worn,
damaged, obsolete, (ii) in the judgment of the Company, no longer useful in its
business or that of any Subsidiary or (iii) replaced within a reasonable period
of time with assets, property of similar or better quality performing similar
functions; and

         (c) transfers of assets necessary to give effect to merger or
consolidation transactions permitted by Section 10.05.

         10.05 Merger or Consolidation.

         (a) Consolidate with or merge into any other Person; or

         (b) permit any other Person to merge into it;

provided, however, that any Person may merge into the Company or any other
Borrower so long as no Default or Event of Default occurs or is created or
results from such transaction; and provided further, that any Subsidiary which
is not a Borrower may merge with and into any other entity if the survivor is or
becomes a Subsidiary of the Company.

         10.06 Transactions with Affiliates. Enter into any transaction after
the Closing Date, including, without limitation, the purchase, sale, lease or
exchange of property, real or personal, or the rendering of any service, with
any Affiliate of the Company, except (a) that such Persons may render services
to the Company or its Subsidiaries for compensation at the same rates generally
paid by Persons engaged in the same or similar businesses for the same or
similar services, (b) that the Company or any Subsidiary may render services to
such Person for



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compensation at the same rates generally charged by the Company or such
Subsidiary, (c) in the case of either (a) or (b), in the ordinary course of
business and pursuant to the reasonable requirements of the Company's (or any
Subsidiary's) business and consistent with past practice of the Company and its
Subsidiaries and upon fair and reasonable terms no less favorable to the Company
(or any Subsidiary) than would be obtained in a comparable arm's-length
transaction with a Person not an Affiliate, and (d) that the Company or its
Subsidiaries may continue those transactions described on Schedule 10.06
attached hereto.

         10.07 ERISA. With respect to any Pension Plan, Employee Benefit Plan or
Multiemployer Plan:

         (a) permit the occurrence of any Termination Event which would result
in any material liability on the part of the Company, any ERISA Affiliate, or
any Subsidiary to the PBGC or any Governmental Authority; or

         (b) permit the present value of all benefit liabilities under all
Employee Benefit Plans to exceed materially the current value of the assets of
such Employee Benefit Plans allocable to such benefit liabilities; or

         (c) permit any material accumulated funding deficiency (as defined in
Section 302 of ERISA and Section 412 of the Code) with respect to any Pension
Plan, whether or not waived; or

         (d) fail to make any contribution or payment to any Multiemployer Plan
which the Company or any ERISA Affiliate may be required to make under any
agreement relating to such Multiemployer Plan, or any law pertaining thereto; or

         (e) engage, or permit the Company or any ERISA Affiliate to engage, in
any prohibited transaction under Section 406 of ERISA or Sections 4975 of the
Code for which a material civil penalty pursuant to Section 502(I) of ERISA or a
material tax pursuant to Section 4975 of the Code may be imposed; or

         (f) permit the establishment of any Employee Benefit Plan providing
post-retirement welfare benefits or establish or amend any Employee Benefit Plan
which establishment or amendment could result in material liability to the
Company or any ERISA Affiliate or any Subsidiary or materially increase the
obligation of the Company or any ERISA Affiliate or any Subsidiary to a
Multiemployer Plan; or

         (g) fail, or permit the Company or any ERISA Affiliate or any
Subsidiary to fail, to establish, maintain and operate each Employee Benefit
Plan in compliance with the provisions of ERISA, the Code, all applicable
Foreign Benefit Laws and all other applicable laws and the regulations and
interpretations thereof except for such failure that could not reasonably be
expected to result in a Material Adverse Effect.

         10.08 Acquisitions. Enter into any agreement, contract, binding
commitment or other arrangement providing for, or otherwise effect, the
acquisition of a controlling equity or other ownership interest in, or all or
substantially all of the assets of, any Person, or take any action to



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solicit the tender of securities or proxies in respect thereof in order to
effect any such acquisition, other than Permitted Acquisitions.

         10.09 Negative Pledge. Enter into or cause, suffer or permit to exist
any agreement with any Person other than the Agents and the Lenders pursuant to
this Agreement or any other Loan Documents which prohibits or limits the ability
of the Company or any Subsidiary to create, incur, assume or suffer to exist any
Lien upon any of its property, assets or revenues, whether now owned or
hereafter acquired.

         10.10 Dissolution, Etc. Wind up, liquidate or dissolve (voluntarily or
involuntarily) or commence or suffer any proceedings seeking any such winding
up, liquidation or dissolution, except in connection with a merger or
consolidation permitted pursuant to Section 10.05 hereof.

         10.11 Restrictive Agreements. Enter into or cause, suffer or permit to
exist any agreement with any other Person which prohibits, limits or restricts
the ability of any Subsidiary to make any payments, directly or indirectly, to
the Borrowers by way of dividends, advances, repayments of loans or advances, or
other returns on investments, or any other agreement or arrangement which
restricts the ability of any such Subsidiary to make any payment, directly or
indirectly, to the Borrowers.



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                                   ARTICLE XI
                       Events of Default and Acceleration

         11.01 Events of Default. If any one or more of the following events
(herein called "Events of Default") shall occur for any reason whatsoever (and
whether such occurrence shall be voluntary or involuntary or come about or be
effected by operation of law or pursuant to or in compliance with any judgment,
decree or order of any court or any order, rule or regulation of any
Governmental Authority), that is to say:

         (a) if default shall be made in the due and punctual payment of the
principal of any Loan, when and as the same shall be due and payable whether
pursuant to any provision of Article II, Article III, Article IV or Article V
hereof, at maturity, by acceleration or otherwise; or

         (b) if default shall be made in the due and punctual payment of any
amount of interest on any Loan or in the due and punctual payment of any other
obligation or of any fees or other amounts payable to any of the Lenders or the
Agents on the date on which the same shall be due and payable and such default
shall continue for five (5) days following the date such payment is due; or

         (c) if default shall be made in the performance or observance of any
covenant set forth in Sections 9.08, 9.11, 9.12, 9.15 or 9.16 or Article X
hereof; or

         (d) (i) if a default shall be made in the performance or observance of,
or shall occur under, any covenant, agreement or provision contained in this
Agreement (other than as described in clause (a), (b) or (c) above) and such
default shall continue for thirty (30) or more days after the earlier of receipt
of notice of such default by the Authorized Representative from any Agent or any
Borrower becomes aware of such default, or (ii) if a default shall be made in
the performance or observance of, or shall occur under, any covenant, agreement
or provision contained in any of the other Loan Documents (including without
limitation failure of the Guarantor to pay to the Lenders all of the Guarantors'
Obligations in accordance with and as defined in, the Guaranty on the Business
Day on which such payment has been demanded in accordance with the terms of the
Guaranty) or in any instrument or document evidencing or creating any
obligation, guaranty, Lien or security interest in favor of any Agent or any
Lender or delivered to any of the Lenders in connection with or pursuant to this
Agreement or any of the Obligations (beyond any applicable grace period
contained therein), or (iii) if any Loan Document ceases to be in full force and
effect (other than by reason of any action by any Agent or any Lender), or (iv)
if without the written consent of all the Lenders, this Agreement or any other
Loan Document shall be disaffirmed or shall terminate, be terminable or be
terminated or become void or unenforceable for any reason whatsoever (other than
in accordance with its terms in the absence of default or by reason of any
action by the Agents or any Lender); or

         (e) if there shall occur (i) a default, which is not waived, in the
payment of any principal, interest, premium or other amount with respect to any
Indebtedness (other than the Loans and other Obligations) of the Company or any
Subsidiary and the amount of such Indebtedness is not less than the US Dollar
Equivalent Amount of US $20,000,000 in the



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aggregate outstanding, or (ii) any other event of default as specified in any
agreement or instrument under or pursuant to which any such Indebtedness may
have been issued, created, assumed, guaranteed or secured by the Borrower or any
Subsidiary, and in any such case set forth in clause (i) or (ii) above, such
default or event of default shall continue for more than the period of grace, if
any, therein specified, or such default or event of default shall permit (or,
with the giving of notice or lapse of time or both, would permit) the holder of
any such Indebtedness (or any agent or trustee acting on behalf of one or more
holders) to accelerate the maturity thereof; or

         (f) if any representation, warranty or other statement of fact
contained herein or in any other Loan Document shall be false or misleading in
any material respect when given; or

         (g) if the Company or any Subsidiary shall be unable to pay its debts
generally as they become due; file a petition to take advantage of any
insolvency statute; make an assignment for the benefit of its creditors;
commence a proceeding for the appointment of a custodian, receiver, trustee,
liquidator or conservator of itself or of the whole or any substantial part of
its property; file a petition or answer seeking receivership, liquidation,
reorganization or arrangement or similar relief under the federal bankruptcy
laws or any other applicable law or statute; or

         (h) if a court of competent jurisdiction shall enter an order, judgment
or decree appointing a custodian, receiver, trustee, liquidator or conservator
of the Company or any Subsidiary or of the whole or any substantial part of its
properties and such order, judgment or decree continues unstayed and in effect
for a period of sixty (60) days, or approve a petition filed against the Company
or any Subsidiary seeking receivership, liquidation, reorganization or
arrangement or similar relief under the federal bankruptcy laws or any other
applicable law or statute of the United States of America or any state or
similar law of any other country or province thereof, which petition is not
dismissed within sixty (60) days; or if, under the provisions of any other law
for the relief or aid of debtors, a court of competent jurisdiction shall assume
custody or control of the Company or any Subsidiary or of the whole or any
substantial part of its properties, which control is not relinquished within
sixty (60) days; or if there is commenced against the Company or any Subsidiary
any proceeding or petition seeking receivership, liquidation, reorganization,
arrangement or similar relief under the federal bankruptcy laws or any other
applicable law or statute of the United States of America or any state or
similar law of any other country or province thereof, which proceeding or
petition remains undismissed for a period of sixty (60) days; or if the Company
or any Subsidiary takes any action to indicate its consent to or approval of any
such proceeding or petition; or

         (i) if (i) one or more judgments or orders for the payment of money
where the amount not covered by insurance (or the amount as to which the insurer
denies liability) is in an aggregate amount in excess of the US Dollar
Equivalent Amount of US $20,000,000 is rendered against the Company or any
Subsidiary, or (ii) there is any attachment, injunction or execution against any
of the Company's or any Subsidiary's properties for any amount in excess of the
US Dollar Equivalent Amount of US $20,000,000 in the aggregate; and such
judgment, attachment, injunction or execution remains unpaid, unstayed,
undischarged, unbonded or undismissed for a period of thirty (30) days; or



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         (j) if there shall occur any Change of Control;

then, and in any such event and at any time thereafter, if such Event of Default
or any other Event of Default shall then be continuing,

                           (A) either or both of the following actions may be
                  taken: (i) the Global Agent, with the consent of the Required
                  Lenders with respect to the Total Facilities, may, and at the
                  direction of the Required Lenders with respect to the Total
                  Facilities, shall, declare any obligation of the Lenders to
                  make further Loans terminated, whereupon the obligation of
                  each Lender to make further Loans hereunder shall terminate
                  immediately, and (ii) the Global Agent shall at the direction
                  of the Required Lenders with respect to the Total Facilities,
                  at their option, declare by notice to the Borrowers any or all
                  of the Obligations to be immediately due and payable, and the
                  same, including all interest accrued thereon and all other
                  obligations of the Borrowers to the Agents and the Lenders,
                  shall forthwith become immediately due and payable without
                  presentment, demand, protest, notice or other formality of any
                  kind, all of which are hereby expressly waived, anything
                  contained herein or in any instrument evidencing the
                  Obligations to the contrary notwithstanding; provided,
                  however, that notwithstanding the above, if there shall occur
                  an Event of Default under clause (g) or (h) above, then the
                  obligations of the Lenders to make Loans hereunder shall
                  automatically terminate and any and all of the Obligations
                  shall be immediately due and payable without the necessity of
                  any action by the Global Agent or the Required Lenders with
                  respect to the Total Facilities or notice by the Global Agent
                  or the Required Lenders with respect to the Total Facilities;
                  provided further, however, that neither the Required Lenders
                  with respect to a specific Facility nor the Applicable
                  Facility Agent shall have any power or authority under this
                  Section 11.01 separate or apart from that of the Required
                  Lenders of the Total Facilities; and

                           (B) The Agents and each of the Lenders shall have all
                  of the rights and remedies available under the Loan Documents
                  or under any applicable law.

         11.02 Global Agent to Act. In case any one or more Events of Default
shall occur and be continuing, the Global Agent may, and at the direction of the
Required Lenders with respect to the Total Facilities shall, proceed to protect
and enforce their rights or remedies either by suit in equity or by action at
law, or both, whether for the specific performance of any covenant, agreement or
other provision contained herein or in any other Loan Document, or to enforce
the payment of the Obligations or any other legal or equitable right or remedy.

         11.03 Cumulative Rights. No right or remedy herein conferred upon the
Lenders or the Agents is intended to be exclusive of any other rights or
remedies contained herein or in any other Loan Document, and every such right or
remedy shall be cumulative and shall be in addition to every other such right or
remedy contained herein and therein or now or hereafter existing at law or in
equity or by statute, or otherwise.


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         11.04 No Waiver. No course of dealing between the Borrowers and any
Lender or any Agent or any failure or delay on the part of any Lender or any
Agent in exercising any rights or remedies under any Loan Document or otherwise
available to it shall operate as a waiver of any rights or remedies and no
single or partial exercise of any rights or remedies shall operate as a waiver
or preclude the exercise of any other rights or remedies hereunder or of the
same right or remedy on a future occasion.

         11.05 Allocation of Proceeds. If an Event of Default has occurred and
not been waived, and the maturity of the Obligations has been accelerated
pursuant to Article XI hereof, all payments received by the Agents hereunder in
respect of any principal of or interest on the Obligations or any other amounts
payable by the Borrowers hereunder shall be applied by the Agents in the
following order:

         (a) amounts due to the Lenders pursuant to Sections 2.09, 3.09, 4.09,
5.09 and 13.05 hereof, to be applied for the ratable benefit of the lenders
without distinction or preference as among facilities;

         (b) amounts due to the Agents pursuant to Section 12.08 hereof, to be
applied for the ratable benefit of the Agents;

         (c) payments of interest on Loans, to be applied for the ratable
benefit of the Lenders, without distinction or preference as among Australian
Facility Loans, Canadian Facility Loans, UK Facility Loans and US Facility
Loans;

         (d) payments of principal on Loans, to be applied for the ratable
benefit of the Lenders, without distinction or preference as among Australian
Facility Loans, Canadian Facility Loans, UK Facility Loans and US Facility
Loans;

         (e) amounts due to the Agents or the Lenders pursuant to Section 13.10,
to be applied for the ratable benefit of the Agents and the Lenders;

         (f) payments of all other Obligations due under any of the Loan
Documents, if any, to be applied for the ratable benefit of the Lenders and the
Agents; and

         (g) any surplus remaining after application as provided for herein, to
the Borrowers or as otherwise may be required by applicable law.

         11.06 Judgment Currency. The Borrowers, the Agents and each Lender
hereby agree that if, in the event that a judgment is given in relation to any
sum due to any Agent or any Lender hereunder, such judgment is given in a
currency (the "Judgment Currency") other than that in which such sum was
originally denominated (the "Original Currency"), the Borrowers agree to
indemnify such Agent or Lender, as the case may be, to the extent that the
amount of the Original Currency which could have been purchased thereby in
accordance with normal banking procedures on the Business Day following receipt
of such sum is less than the sum which could have been so purchased thereby had
such purchase been made on the day on which such judgment was given or, if such
day is not a Business Day, on the Business Day immediately preceding the giving
of such



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judgment, and if the amount so purchased exceeds the amount which could have
been so purchased thereby had such purchase been made on the day on which such
judgment was given or, if such day is not a Business Day, on the Business Day
immediately preceding such judgment, such Agent or Lender agrees to remit such
excess to the Borrowers. The agreements in this Section 11.06 shall survive
payment of any such judgment.

         11.07 Funding and Payment of Participations; Conversion to US Dollars.

         (a) At any time after the occurrence and during the continuance of an
Event of Default, the Applicable Lenders having Applicable Fronting Commitments
aggregating more than 50% of the Applicable Total Facility Commitment with
respect to any specific Facility (the "Required Fronting Lenders") may, by
written notice to the Applicable Facility Agent (with a copy to the Company and
the Global Agent) not later than 11:00 A.M. (local time of the Principal Office
of the Applicable Facility Agent) on the second Business Day preceding the
proposed date of funding and payment by each Lender of all Participations
purchased in such Facility as provided in Article II, Article III, Article IV,
or Article V hereof (the "Facility Participation Payment Date"), request each
Lender to fund and pay for its Participation in such Facility and deliver to the
Applicable Facility Agent on the Facility Participation Payment Date an
aggregate amount of the Applicable Currency equal to such Participation (or the
British Pounds Sterling Equivalent Amount or Australian Dollar Equivalent Amount
of such Participation, as applicable). At the option of such Required Fronting
Lenders, and as set forth in such notice, (i) all outstanding Loans under such
Facility immediately shall be converted into Loans denominated in US Dollars in
an aggregate principal amount equal to the US Dollar Equivalent Amount of the
aggregate principal amount of such Loans based on the Spot Rate of Exchange on
such Facility Participation Payment Date, and (ii) each such Participation shall
be funded in an aggregate amount of US Dollars equal to the US Dollar Equivalent
Amount of such Participation. The Applicable Facility Agent will promptly
provide written notice of any such request to the other Facility Agents, who
shall promptly provide notice thereof to the Lenders in their respective
Facilities.

         (b) On the applicable Facility Participation Payment Date, each
Participant in the specific Facility shall deliver the amount of such
Participant's Facility Participation Amount with respect to such Facility in the
Applicable Currency and in Same Day Funds to the Applicable Facility Agent;
provided, however, that no Participant shall be responsible for any default by
any other Participant in such other Participant's obligation to pay such amount.
Upon receipt of any such amounts from the Participants, the Applicable Facility
Agent shall distribute such amounts in Same Day Funds to the Applicable Lenders
in such amounts such that, after such distribution, each Applicable Lender and
each Participant in such Facility has a Facility Credit Exposure under such
Facility, expressed as a percentage of the Aggregate Facility Credit Exposure
under such Facility, equal to its Applicable Commitment Percentage. In order to
evidence further such Participation (and without prejudice to the effectiveness
of the Participation provisions set forth above), each Participant agrees to
enter into a separate participation agreement at the request of any Applicable
Lender in such Facility in form and substance reasonably satisfactory to such
Lender.


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         (c) In the event that any Participant fails to make available to the
Applicable Facility Agent the amount of its Participation as provided herein,
the Applicable Facility Agent shall be entitled to recover such amount on behalf
of the Applicable Lenders on demand from such Participant together with interest
at the customary rate set by such Applicable Facility Agent for the correction
of errors among banks for three (3) Business Days and thereafter at a rate per
annum equal to the Applicable Base Rate with respect to such Facility (or, with
respect to the UK Facility, the Default Rate). A certificate of the Applicable
Facility Agent submitted to any Lender with respect to amounts owing hereunder
shall be conclusive in the absence of manifest error.

         (d) In the event that any Applicable Lender in a specific Facility
receives a payment in respect of any Loan made under such Facility, whether
directly from the Applicable Borrower or Borrowers or otherwise, in which
Participants have purchased Participations, such Applicable Lender shall
promptly distribute to the Applicable Facility Agent, for distribution to each
such Participant that has paid all such amounts payable by it hereunder with
respect to any Loan made under such Facility by such Applicable Lender, such
Participant's Applicable Commitment Percentage of such payment. Any payment to
any Participant pursuant to the preceding sentence shall be made in US Dollars
or Applicable Currency (whichever currency was delivered for payment of such
Participation) in Same Day Funds by such Applicable Facility Agent. If any
payment received by any Applicable Lender in a specific Facility pursuant to the
immediately preceding sentence with respect to any Loan made under such Facility
by it shall be required to be returned by such Applicable Lender after such time
as such Applicable Lender has distributed such payment to the Applicable
Facility Agent, each Participant that has received a portion of such payment
shall pay to such Applicable Lender an amount equal to its Applicable Commitment
Percentage of such amount to be returned; provided, however, that no Participant
shall be responsible for any default by any other Participant in that other
Participant's obligation to pay such amount.

         (e) Anything contained herein to the contrary notwithstanding, each
Participant's obligation to pay for its purchase of Participations pursuant to
subsection (a) shall be absolute, irrevocable and unconditional and shall not be
affected by any circumstance, including, without limitation, (i) any set-off,
counterclaim, recoupment, defense or other right which such Lender or
Participant may have against any Applicable Lender, the Applicable Facility
Agent, any Borrower or any other Person for any reason whatsoever; (ii) the
occurrence or continuance of an Event of Default or a Default; (iii) any adverse
change in the condition (financial or otherwise) of any Borrower; (iv) any
breach of this Agreement or any other Loan Document by any Borrower, the
Guarantor or any other Lender; or (v) any other circumstance, happening or event
whatsoever, whether or not similar to any of the foregoing.

         (f) Anything contained in this Agreement to the contrary
notwithstanding, no amendment, modification, termination or waiver of any
provision of this Agreement or of the other Loan Documents, and no consent to
any departure by any Borrower therefrom, shall (i) modify, terminate or waive
any provision of this Section 11.07 in any manner adverse to any Lender without
the written concurrence of such Lender, or (ii) modify, terminate or waive any
provision of this Section 11.07 in any manner adverse to any Participant without
the written concurrence of such Participant.



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         (g) In no event shall (i) the Participation of any Participant in any
Loans pursuant to this Section 11.07 be construed as a loan or other extension
of credit by such Participant to any Borrower, any Lender or any Facility Agent,
(ii) this Agreement be construed to require any Participant to make any Loans or
to otherwise extend any credit to any Borrower, any Lender or any Agent under
this Agreement or under the other Loan Documents, or (iii) this Agreement be
construed to require any Participant to fund or pay any amount in respect of its
Participation in any Loan except as set forth herein.



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                                   ARTICLE XII
                                   The Agents

         12.01 Appointment, Powers, and Immunities. Each Lender hereby
irrevocably appoints and authorizes Bank of America to act as the Global Agent,
National City Bank to act as the US Facility Agent, Bank of America
International Limited to act as the UK Facility Agent, Bank One Canada to act as
the Canadian Facility Agent, and Bank One, NA, Australia Branch to act as the
Australian Facility Agent under this Agreement and the other Loan Documents with
such powers and discretion as are specifically delegated to the Global Agent and
the Applicable Facility Agent by the terms of this Agreement and the other Loan
Documents, together with such other powers as are reasonably incidental thereto.
Each Agent (which terms as used in this Article hereof shall include its
affiliates and its own and its affiliates' officers, directors, employees, and
agents):

         (a) shall not have any duties or responsibilities except those
expressly set forth in this Agreement and shall not be a trustee or fiduciary
for any Lender;

         (b) shall not be responsible to the Lenders for any recital, statement,
representation, or warranty (whether written or oral) made in or in connection
with any Loan Document or any certificate or other document referred to or
provided for in, or received by any of them under, any Loan Document, or for the
value, validity, effectiveness, genuineness, enforceability, or sufficiency of
any Loan Document, or any other document referred to or provided for therein or
for any failure by any Borrower or any other Person to perform any of its
obligations thereunder;

         (c) shall not be responsible for or have any duty to ascertain, inquire
into, or verify the performance or observance of any covenants or agreements by
any Borrower or the satisfaction of any condition or to inspect the property
(including the books and records) of any Borrower or any of its Subsidiaries or
affiliates;

         (d) shall not be required to initiate or conduct any litigation or
collection proceedings under any Loan Document; and

         (e) shall not be responsible for any action taken or omitted to be
taken by it under or in connection with any Loan Document, except for its own
gross negligence or willful misconduct.

         Each Agent may employ agents and attorneys-in-fact and shall not be
responsible for the negligence or misconduct of any such agents or
attorneys-in-fact selected by it with reasonable care. Each of the Global
Co-Syndication Agents, in and only in its capacity as a Global Co-Syndication
Agent, shall have no duties under this Article XII.

         12.02 Reliance by Agents. Each Agent shall be entitled to rely upon any
certification, notice, instrument, writing, or other communication (including,
without limitation, any thereof by telephone or telefacsimile) believed by it to
be genuine and correct and to have been signed, sent or made by or on behalf of
the proper Person or Persons, and upon advice and statements of



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legal counsel (including counsel for any Borrower), independent accountants, and
other experts selected by such Agent. As to any matters not expressly provided
for by this Agreement, none of the Agents shall be required to exercise any
discretion or take any action, but shall be required to act or to refrain from
acting (and shall be fully protected in so acting or refraining from acting)
upon the instructions of the Required Lenders with respect to the Total
Facilities, in the case of the Global Agent, or the Required Lenders with
respect to a specific Facility or with respect to the Total Facilities, as the
context may require, in the case of any Agent, and such instructions shall be
binding on all of the Applicable Lenders; provided, however, no Agent shall be
required to take any action that exposes it to personal liability or that is
contrary to any Loan Document or applicable law or unless it shall first be
indemnified to its satisfaction by the Applicable Lenders against any and all
liability and expense which may be incurred by it by reason of taking any such
action.

         12.03 Defaults. No Agent shall be deemed to have knowledge or notice of
the occurrence of a Default or Event of Default unless it has received written
notice from another Agent or a Lender or a Borrower specifying such Default or
Event of Default and stating that such notice is a "Notice of Default";
provided, that each Lender shall use its best reasonable efforts to deliver such
notice to its Applicable Facility Agent upon its knowledge of any Default or
Event of Default; provided further, that the failure to deliver such notice
shall not result in any liability to any other Lender or Agent. In the event
that any Facility Agent receives such a notice of the occurrence of a Default or
Event of Default, such Facility Agent shall give prompt notice thereof to the
Applicable Lenders in its specific Facility and the other Agents, including the
Global Agent. In the event that the Global Agent receives such a notice of the
occurrence of a Default or Event of Default, the Global Agent shall give prompt
notice thereof to all Facility Agents. The Global Agent shall (subject to
Section 12.02 hereof) take such action with respect to such Default or Event of
Default as shall reasonably be directed by the Required Lenders with respect to
the Total Facilities, provided that, unless and until the Global Agent shall
have received such directions, the Global Agent may (but shall not be obligated
to) take such action, or refrain from taking such action, with respect to such
Default or Event of Default as it shall deem advisable in the best interest of
the Lenders.

         12.04 Rights as Lender. With respect to its Applicable Facility
Commitments and the Loans made by it, each of Bank of America (and any successor
acting as Global Agent), National City Bank (and any successor acting as US
Facility Agent), BAIL (and any successor acting as UK Facility Agent), Bank One
Canada (and any successor acting as Canadian Facility Agent) and Bank One, NA,
Australia Branch (or any successor acting as Australian Facility Agent) in its
capacity as a Lender hereunder, if such Agent is a Lender hereunder, shall have
the same rights and powers as a Lender hereunder as any other Lender and may
exercise the same as though it were not acting as the Global Agent, US Facility
Agent, UK Facility Agent, Canadian Facility Agent or Australian Facility Agent,
as applicable, and the term "Lender" or "Lenders" shall, unless the context
otherwise indicates, include each of the Agents in its individual capacity, if
such Agent is a Lender hereunder. Each of Bank of America (and any successor
acting as Global Agent), National City Bank (and any successor acting as US
Facility Agent), BAIL (and any successor acting as UK Facility Agent), Bank One
Canada (and any successor acting as Canadian Facility Agent) and Bank One, NA,
Australia Branch (or any successor acting as Australian Facility Agent) and
their respective affiliates may (without having to account therefor




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to any Lender) accept deposits from, lend money to, make investments in, provide
services to, and generally engage in any kind of lending, trust, or other
business with any Borrower or any of its Subsidiaries or affiliates as if it
were not acting as Global Agent, US Facility Agent, UK Facility Agent, Canadian
Facility Agent or Australian Facility Agent, as applicable, and each of Bank of
America (and any successor acting as Global Agent), National City Bank (and any
successor acting as US Facility Agent), BAIL (and any successor acting as UK
Facility Agent), Bank One Canada (and any successor acting as Canadian Facility
Agent) and Bank One, NA, Australia Branch (and any successor acting as
Australian Facility Agent) and their respective affiliates may accept fees and
other consideration from any Borrower or any of its Subsidiaries or affiliates
for services in connection with this Agreement or otherwise without having to
account for the same to the Lenders.

         12.05 Indemnification. The Lenders agree to indemnify the Agents (to
the extent not reimbursed under Section 13.10 hereof, but without limiting the
obligations of the Borrowers under such Section), for its or their ratable share
(based on their Applicable Commitment Percentages) of any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses (including attorneys' fees), or disbursements of any kind and nature
whatsoever that may be imposed on, incurred by or asserted against any of the
Agents (including by any Lender) in any way relating to or arising out of any
Loan Document or the transactions contemplated thereby or any action taken or
omitted by any of the Agents under any Loan Document; provided that no Lender
shall be liable for any of the foregoing to the extent they arise from the gross
negligence or willful misconduct of the Person to be indemnified. Without
limitation of the foregoing, each Lender agrees to reimburse the Agents promptly
upon demand for its or their ratable share (based on their Applicable Commitment
Percentages) of any costs or expenses payable by the Borrowers under Section
13.06, to the extent that the Agents are not promptly reimbursed for such costs
and expenses by the Borrowers. The agreements contained in this Section shall
survive payment in full of the Obligations, termination of each Commitment and
the occurrence of the Total Facility Repayment Date.

         12.06 Non-Reliance on Agents and Other Lenders. Each Lender agrees that
it has, independently and without reliance on any of the Agents or any other
Lender, and based on such documents and information as it has deemed
appropriate, made its own credit analysis of the Borrowers and their
Subsidiaries and decision to enter into this Agreement and that it will,
independently and without reliance upon any of the Agents or any other Lender,
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own analysis and decisions in taking or not taking
action under the Loan Documents. Except for notices, reports, and other
documents and information expressly required to be furnished to the Lenders by
the Agents hereunder, the Agents shall not have any duty or responsibility to
provide any Lender with any credit or other information concerning the affairs,
financial condition, or business of any Borrower or any of its Subsidiaries or
affiliates that may come into the possession of any of the Agents or any of its
affiliates.

         12.07 Resignation of an Agent. Any of the Agents may resign at any time
by giving notice thereof (a) with respect to the resignation of the Global
Agent, to the Lenders, the Borrowers and the Facility Agents, and (b) with
respect to the resignation of any Applicable Facility Agent, to the Applicable
Lenders, the Applicable Borrowers, the Company and the



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Global Agent. Upon any such resignation of the Global Agent, the Required
Lenders with respect to the Total Facilities shall have the right to appoint a
successor Global Agent, which shall be a Lender under or a Lender Affiliate with
respect to the Total Facilities at such time and which, so long as no Default or
Event of Default exists, shall be acceptable to the Company, which acceptance
shall not be unreasonably withheld or delayed. Upon any such resignation of an
Applicable Facility Agent, the Required Lenders with respect to the specific
Facility shall have the right to appoint a successor Facility Agent for such
Facility, which shall be a Lender under or a Lender Affiliate with respect to
such Facility at such time and which, so long as no Default or Event of Default
exists, shall be acceptable to the Company, which acceptance shall not be
unreasonably withheld or delayed. If no successor Global Agent or Applicable
Facility Agent shall have been so appointed and shall have accepted such
appointment within thirty (30) days after the retiring Global Agent or
Applicable Facility Agent's giving of notice of resignation, then the
resignation of the retiring Global Agent or Applicable Facility Agent as the
case may be, shall nonetheless thereupon be effective and the Facility Agents,
in the case of the Global Agent's resignation, or the Applicable Facility
Lenders, in the case of an Applicable Facility Agent's resignation, shall
perform all the obligations of the retiring Agent hereunder until such time, if
any, as the Required Lenders shall appoint a successor Agent as provided for
above. Upon the acceptance of any appointment as Global Agent or Applicable
Facility Agent hereunder by a successor, such successor shall thereupon succeed
to and become vested with all the rights, powers, discretion, privileges, and
duties of the retiring Global Agent or Applicable Facility Agent, and the
retiring Global Agent or Applicable Facility Agent shall be discharged from its
duties and obligations hereunder. After any retiring Global Agent or Applicable
Facility Agent's resignation hereunder as Global Agent or Applicable Facility
Agent, the provisions of this Article XII shall continue in effect for its
benefit in respect of any actions taken or omitted to be taken by it while it
was acting as Global Agent or Applicable Facility Agent.

         12.08 Fees. The Borrowers agree to pay to each of the Agents, for its
individual account, an annual fee as from time to time agreed to by the
Borrowers and the Global Agent or Applicable Facility Agent, as applicable, in
writing.






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                                  ARTICLE XIII
                                 Miscellaneous

         13.01 Assignments and Participations.

         (a) Each Lender may assign to one or more Eligible Assignees all or a
portion of its rights and obligations under this Agreement (including, without
limitation, all or a portion of its Loans, its Notes, its Applicable Facility
Commitments, its Applicable Fronting Commitments and its Participations);
provided, however, that

                  (i) each such assignment shall be to an Eligible Assignee;

                  (ii) except in the case of an assignment to another Lender or
         an assignment of all of a Lender's rights and obligations in the US
         Facility, UK Facility, Canadian Facility or Australian Facility,
         respectively, under this Agreement, any such partial assignment shall
         be in an amount at least equal to US $5,000,000 of such Lender's US
         Facility Commitment, Pound 3,000,000 of such Lender's UK Facility
         Commitment (if any), CAN $7,000,000 of such Lender's Canadian Facility
         Commitment (if any) and AUS $5,000,000 of such Lender's Australian
         Facility Commitment (if any);

                  (iii) each such assignment by a Lender shall be of a constant,
         and not varying, percentage of all of its rights and obligations
         (including Loans, Applicable Facility Commitments, Applicable Fronting
         Commitments and Participations) under this Agreement with respect to
         each Facility;

                  (iv) the parties to such assignment shall execute and deliver
         to each Applicable Facility Agent and the Global Agent for their
         acceptance an Assignment and Acceptance in the form of Exhibit B
         hereto, together with any Note subject to such assignment and a
         processing fee of US $5,000 payable pro rata to the Global Agent and
         each Applicable Facility Agent;

                  (v) each assignee must be a US Facility Lender and a Lender
         under at least one (1) additional Facility after giving effect to any
         assignment hereunder; and

                  (vi) such assignee shall have an office located in the United
         States.

         Upon execution, delivery, and acceptance of such Assignment and
         Acceptance, the assignee thereunder shall be a party hereto and, to the
         extent of such assignment, have the obligations, rights, and benefits
         of a Lender hereunder and the assigning Lender shall, to the extent of
         such assignment, relinquish its rights and be released from its
         obligations under this Agreement. Upon the consummation of any
         assignment pursuant to this Section, the assignor, the Applicable
         Facility Agent and the Applicable Borrowers shall make appropriate
         arrangements so that, if required, new Notes are issued to the assignor
         and the assignee. If the assignee is not incorporated under the laws of
         the appropriate jurisdiction for the Applicable Facilities, it shall
         deliver to the Borrowers and the



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         Applicable Facility Agent certification as to exemption from deduction
         or withholding of Taxes in accordance with Section 6.06.

         (b) Each Applicable Facility Agent shall maintain at its address
referred to in Section 13.02 a copy of each Assignment and Acceptance delivered
to and accepted by it and a register for the recordation of the names and
addresses of the Applicable Lenders and each Applicable Facility Commitment of,
and principal amount of the Outstandings owing to, each such Applicable Lender
from time to time (the "Register"). The entries in the Register shall be
conclusive and binding for all purposes, absent manifest error, and the
Applicable Borrowers, the Global Agent, the Applicable Facility Agent and the
Applicable Lender may treat each Person whose name is recorded in the Register
as a Lender hereunder under the Applicable Facility for all purposes of this
Agreement. The Register shall be available for inspection by any Applicable
Borrower or any Applicable Lender at any reasonable time and from time to time
upon reasonable prior notice.

         (c) Upon its receipt of an Assignment and Acceptance executed by the
parties thereto, together with any Note subject to such assignment and payment
of the processing fee, the Global Agent and the Applicable Facility Agent shall,
if such Assignment and Acceptance has been completed and is in substantially the
form of Exhibit B hereto, accept such Assignment and Acceptance and record the
information contained therein in the Register, and the Applicable Facility Agent
shall thereafter give prompt notice thereof to the parties thereto.

         (d) Each Lender may sell participations to one or more Persons in all
or a portion of its rights and obligations under this Agreement (including all
or a portion of its Applicable Facility Commitments, Applicable Fronting
Commitments, Participations and Outstandings owing thereto); provided, however,
that (i) such Lender's obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties hereto for
the performance of such obligations, (iii) the participant shall be entitled to
the benefit of the yield protection provisions contained in Article VI and the
right of set-off contained in Section 13.03, (iv) the Applicable Borrowers and
Applicable Lenders shall continue to deal solely and directly with such Lender
in connection with such Lender's rights and obligations under this Agreement,
and (v) such Lender shall retain the sole right to enforce the obligations of
the Applicable Borrowers relating to its Loans and its Notes and its
Participations and to approve any amendment, modification, or waiver of any
provision of this Agreement (other than amendments, modifications, or waivers
decreasing or reducing the amount of principal of or the rate at which interest
is payable or the amount of fees payable on such Loans or Notes, extending any
scheduled principal payment date or date fixed for the payment of interest on
such Loans or Notes, releasing the Guarantor or any Borrower or providing for
any assignment of their Obligations, or extending any Applicable Facility
Commitment of such Lender), each of which may, if so agreed in writing, require
the prior consent of any such participant in such Lender's Commitments and
Participations and Outstandings owing thereto before such Lender approves any
such amendment, modification or waiver.

         (e) Notwithstanding any other provision set forth in this Agreement,
any Lender may at any time assign and pledge all or any portion of its Loans,
its Notes, its Obligations and its interest under the Loan Documents to any
Federal Reserve Bank as collateral security pursuant


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to Regulation A and any Operating Circular issued by such Federal Reserve Bank.
No such assignment shall release the assigning Lender from its obligations
hereunder.

         (f) Any Lender may furnish any information concerning any Borrower or
any of its Subsidiaries in the possession of such Lender from time to time to
assignees and participants (including prospective assignees and participants)
evaluating the assignment or participation and subject to the prior execution by
such party of the form of confidentiality agreement required by the Company as
of the Closing Date of all Lenders.

         (g) In the event that any Lender fails to maintain an Investment Grade
Rating (a "Non-Rated Lender"), such Lender shall be replaced as soon as
practicable by, and assign all its Loans, Applicable Facility Commitments,
Applicable Fronting Commitments, Participations and other Obligations owing
thereto pursuant to Section 13.01 to, a financial institution selected by the
Company and willing to become a Lender for all purposes hereunder which is an
Eligible Assignee. Such Non-Rated Lender agrees to execute and deliver to the
Global Agent and to the Applicable Facility Agent of each Facility in which such
Non-Rated Lender has made or was obligated to make Loans an Assignment and
Acceptance with such replacement Lender upon payment at par by such replacement
lender of all principal, interest, fees and other amounts owing under this
Agreement to such Non-Rated Lender. The Non-Rated Lender shall pay to the
Applicable Facility Agent the processing fee required by Section 13.01(a)(iv) in
connection with such assignment. Upon acceptance of the Assignment and
Acceptance and satisfaction of all other conditions in Section 13.01(a), (b),
(c), such replacement lender shall become a Lender hereunder.

         (h) No Borrower may assign any rights, powers, duties or obligations
under this Agreement or the other Loan Documents without the prior written
consent of all the Lenders.

         13.02 Notices. Any notice shall be presumed to have been received by
any party hereto and be effective (i) on the day on which delivered (including
hand delivery by commercial courier service) to such party (against receipt
therefor), (ii) on the date of receipt at such address or telefacsimile number
as may from time to time be specified by such party in written notice to the
other parties hereto, or (iii) on the fifth Business Day after the date on which
mailed, if sent prepaid by certified or registered mail, return receipt
requested, in each case delivered, transmitted or mailed, as the case may be, to
the address or telefacsimile number, as appropriate, set forth below or such
other address or number as such party shall specify by notice thereunder:

                  (a)      if to any Borrower:

                           c/o American Greetings Corporation
                           One American Road
                           Cleveland, Ohio 44144
                           Attention:  Manager of Treasury Operations
                           Telefacsimile:   (216) 252-6791
                           Telephone:       (216) 252-7300


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                           with a copy to:

                           American Greetings Corporation
                           One American Road
                           Cleveland, Ohio  44144
                           Attention:  General Counsel
                           Telefacsimile:  (216) 252-6741
                           Telephone:  (216) 252-7300

                  (b)      if to the Authorized Representative:

                           At the address set forth for receipt of notices in
                           the notice of appointment thereof.

                  (c)      if to the Global Agent:

                           Bank of America, N.A.
                           1455 Market Street, 12th Floor
                           San Francisco, California 94103
                           Attention:  Gary Flieger, Agency Services
                           Telefacsimile:   (415) 436-3484
                           Telephone:       (415) 436-3425

                           with a copy to:

                           Bank of America, N.A.
                           231 South LaSalle Street
                           Chicago, Illinois 60697
                           Attention:  Gretchen Spoo
                           Telefacsimile:   (312) 987-0303
                           Telephone:       (312) 828-6654

                  (d)      if to the Agents:

                           At the addresses set forth on the signature pages
                           hereof.

                  (e)      if to the Lenders:

                           At the addresses set forth on the signature pages
                           hereof and on the signature page of each Assignment
                           and Acceptance.



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         13.03 Right of Set-off; Adjustments.

         (a) Upon the occurrence and during the continuance of any Event of
Default, each Lender (and each of its affiliates) is hereby authorized at any
time and from time to time, to the fullest extent permitted by law, to set off
and apply any and all deposits (general or special, time or demand, provisional
or final) at any time held and other indebtedness at any time owing by such
Lender (or any of its affiliates) to or for the credit or the account of any
Applicable Borrower against any and all of the Obligations of such Borrower now
or hereafter existing under this Agreement, any other Loan Document and the Note
of such Borrower held by such Lender, irrespective of whether such Lender shall
have made any demand under this Agreement, any other Loan Document or such Notes
and although such Obligations may be unmatured. Each Lender agrees promptly to
notify the Applicable Borrower, the Global Agent and the Applicable Facility
Agent after any such set-off and application made by such Lender; provided,
however, that the failure to give such notice shall not affect the validity of
such set-off and application. The rights of each Lender under this Section
13.03(a) are in addition to other rights and remedies (including, without
limitation, other rights of set-off) that such Lender may have.

         (b) Each Lender agrees that if it shall, through the exercise of a
right of banker's lien, set-off, counterclaim or otherwise, obtain payment with
respect to its Obligations (other than pursuant to Article VI) which results in
its receiving more than its pro rata share of the aggregate payments with
respect to all of the Obligations in a specific Facility, or with respect to all
of the Obligations in the Total Facilities, after acceleration thereof pursuant
to Section 11.01(A) (other than any payment expressly provided hereunder to be
distributed on other than a pro rata basis and payments pursuant to Article VI),
then (i) such Lender shall be deemed to have simultaneously purchased from the
other Applicable Lenders or all Lenders, as the case may be, a share in their
Obligations so that the amount of the Obligations held by each of the Applicable
Lenders or all Lenders, as the case may be, shall be pro rata and (ii) such
other adjustments shall be made from time to time as shall be equitable to
ensure that the Lenders share such payments ratably; provided, however, that for
purposes of this Section 13.03(b) the terms "pro rata" and "ratably" shall be
determined with respect to the Applicable Commitment Percentage of each Lender
after subtraction of amounts, if any, by which any such Lender has not funded
its share of the outstanding Loans. If all or any portion of any such excess
payment is thereafter recovered from the Lender which received the same, the
purchase provided in this Section 13.03 (b) shall be rescinded to the extent of
such recovery, without interest. The Borrowers expressly consent to the
foregoing arrangements and agree that each Lender so purchasing a portion of the
other Lenders' Obligations may exercise all rights of payment (including,
without limitation, all rights of set-off, banker's lien or counterclaim) with
respect to such portion as fully as if such Lender were the direct holder of
such portion.

         13.04 Survival. All covenants, agreements, representations and
warranties made herein shall survive the making by the Lenders of the Loans and
the execution and delivery to the Lenders of this Agreement and the Notes and
shall continue in full force and effect so long as any Obligations remain
outstanding or any Lender has any commitment hereunder or any Borrower has
continuing obligations hereunder unless otherwise provided herein. Whenever in
this Agreement any of the parties hereto is referred to, such reference shall be
deemed to include the successors and permitted assigns of such party and all
covenants, provisions and agreements



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by or on behalf of the Borrowers which are contained in the Loan Documents shall
inure to the benefit of the successors and permitted assigns of the Lenders or
any of them.

         13.05 Expenses. Each Borrower jointly and severally agrees to pay on
demand all reasonable costs and expenses of the Global Agent, the Canadian
Facility Agent and the Australian Facility Agent in connection with the
syndication, preparation, due diligence, execution, delivery, administration,
modification, and amendment of this Agreement, the other Loan Documents, and the
other documents to be delivered hereunder, including, without limitation, the
reasonable fees and expenses of counsel (including the allocated cost of
internal counsel) for the Global Agent and the allocated cost of internal
counsel for the Canadian Facility Agent and the Australian Facility Agent with
respect thereto and with respect to advising the Agents as to their rights and
responsibilities under the Loan Documents. Each Borrower further agrees jointly
and severally to pay on demand all costs and expenses of each Agent and each
Lender, if any (including, without limitation, reasonable attorneys' fees and
expenses), in connection with the enforcement or preservation of rights under
this Agreement (whether through negotiations, legal proceedings, or otherwise),
any other Loan Documents and any other documents to be delivered hereunder. The
agreements contained in this Section shall survive payment in full of the
Obligations, termination of each Commitment and the occurrence of the Total
Facility Repayment Date.

         13.06 Amendments and Waivers. Any provision of this Agreement or any
other Loan Document may be amended or waived if, but only if, such amendment or
waiver is in writing and is signed by the Borrowers and the Required Lenders
with respect to the Total Facilities, and, if Article XII or the rights or
duties of the Global Agent or any Applicable Facility Agent are affected
thereby, by the Global Agent and/or the Applicable Facility Agent, as
applicable; provided that no such amendment or waiver shall, unless signed by
all the Lenders, (i) increase the US Facility Commitment, UK Facility
Commitment, Canadian Facility Commitment or Australian Facility Commitment, or
the US Facility Fronting Commitment, UK Facility Fronting Commitment, Canadian
Facility Fronting Commitment or Australian Facility Fronting Commitment, as
applicable, of any Lender or increase the Total US Facility Commitment, the
Total UK Facility Commitment, the Total Canadian Facility Commitment or the
Total Australian Facility Commitment; (ii) reduce the principal of or rate of
interest on any Loan or any fees or other amounts payable hereunder; (iii)
postpone any date fixed for the payment of any scheduled installment of
principal of or interest on any Loan or any fees or other amounts payable
hereunder or the Total Facility Termination Date, the US Facility Revolving
Credit Termination Date or the Canadian Facility Renewable Tranche Termination
Date; (iv) change the percentage of the Applicable Facility Commitment or the
Total Commitment, as applicable, or of the Aggregate Credit Exposure or the
number of Lenders, which shall be required for the Lenders or any of them to
take any action under this Section or any other provision of this Agreement; or
(v) release or allow an assignment by any Borrower or the Guarantor; provided
further, however, that the amendment or waiver of any of the following
provisions of a specific Facility need only be signed by the Applicable
Borrowers, the Applicable Facility Agent and the Required Lenders with respect
to such Facility: (x) delivery of Borrowing Notices with respect to any Advance,
Continuation or Conversion under the specific Facility, (y) delivery of notice
for any reduction in the Applicable Total Facility Commitment, and (z) minimum
or integral amounts of Advances or Loans under the specific Facility.



                                      124
<PAGE>   131

         No notice to or demand on any Borrower in any case shall entitle such
Borrower to any other or further notice or demand in similar or other
circumstances, except as otherwise expressly provided herein. No delay or
omission on any Lender's or any Agent's part in exercising any right, remedy or
option shall operate as a waiver of such or any other right, remedy or option or
of any Default or Event of Default. The rights and remedies herein provided are
cumulative and not exclusive of any rights or remedies provided by law.

         13.07 Counterparts . This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original, and it shall not be necessary in making proof of this Agreement to
produce or account for more than one such fully-executed counterpart.

         13.08 Termination. The termination of this Agreement shall not affect
any rights of the Borrowers, the Lenders or the Agents or any obligation of any
Borrower, the Lenders or any of the Agents, arising prior to the effective date
of such termination, and the provisions hereof shall continue to be fully
operative until all transactions entered into or rights created or obligations
incurred prior to such termination have been fully disposed of, concluded or
liquidated and the Obligations arising prior to or after such termination have
been irrevocably paid in full. The rights granted to the Agents for the benefit
of the Lenders hereunder and under the other Loan Documents shall continue in
full force and effect, notwithstanding the termination of this Agreement, until
termination of each Commitment and all of the Obligations have been paid in full
after the termination hereof (other than Obligations in the nature of continuing
indemnities or expense reimbursement obligations not yet due and payable, which
shall continue) or the Borrowers have furnished the Lenders and the Agents with
an indemnification satisfactory to the Agents and each Lender with respect
thereto. All representations, warranties, covenants, waivers and agreements
contained herein shall survive termination hereof until payment in full of the
Obligations unless otherwise provided herein. Notwithstanding the foregoing, if
after receipt of any payment of all or any part of the Obligations, any Lender
is for any reason compelled to surrender such payment to any Person because such
payment is determined to be void or voidable as a preference, impermissible
setoff, a diversion of trust funds or for any other reason, this Agreement shall
continue in full force and the Borrowers shall be liable to, and shall indemnify
and hold the Agents and such Lender harmless for, the amount of such payment
surrendered until the Agents and such Lender shall have been finally and
irrevocably paid in full. The provisions of the foregoing sentence shall be and
remain effective notwithstanding any contrary action which may have been taken
by the Lenders in reliance upon such payment, and any such contrary action so
taken shall be without prejudice to the Lenders' rights under this Agreement and
shall be deemed to have been conditioned upon such payment having become final
and irrevocable.

         13.09 Usury Savings Clause. Notwithstanding any other provision herein,
the aggregate interest rate charged with respect to any of the Obligations,
including all charges or fees in connection therewith deemed in the nature of
interest under applicable law shall not exceed the Highest Lawful Rate (as such
term is defined below). If the rate of interest (determined without regard to
the preceding sentence) under this Agreement at any time exceeds the Highest
Lawful Rate; the outstanding amount of the Loans made hereunder shall bear
interest at the Highest




                                      125
<PAGE>   132

Lawful Rate until the total amount of interest due hereunder equals the amount
of interest which would have been due hereunder if the stated rates of interest
set forth in this Agreement had at all times been in effect. In addition, if
when the Loans made hereunder are repaid in full the total interest due
hereunder (taking into account the increase provided for above) is less than the
total amount of interest which would have been due hereunder if the stated rates
of interest set forth in this Agreement had at all times been in effect, then to
the extent permitted by law, the Applicable Borrowers shall pay to the
Applicable Facility Agent an amount equal to the difference between the amount
of interest paid and the amount of interest which would have been paid if the
Highest Lawful Rate had at all times been in effect. Notwithstanding the
foregoing, it is the intention of the Lenders and the Borrowers to confirm
strictly to any applicable usury laws. Accordingly, if any Lender contracts for,
charges, or received any consideration which constitutes interest in excess of
the Highest Lawful Rate, then any such excess shall be cancelled automatically
and, if previously paid, shall at such Lender's option be applied to the
outstanding amount of the Loans made hereunder or be refunded to the Applicable
Borrowers. As used in this paragraph, the term "Highest Lawful Rate" means the
maximum lawful interest rate, if any, that at any time or from time to time may
be contracted for, charged, or received under the laws applicable to such Lender
which are presently in effect or, to the extent allowed by law, under such
applicable laws which may hereafter be in effect and which allow a higher
maximum nonusurious interest rate than applicable laws now allow.

         13.10 Indemnification; Limitation of Liability.

         (a) The Company and each Borrower jointly and severally agrees to
indemnify absolutely and unconditionally and hold harmless each Agent and each
Lender and each of their affiliates and their respective officers, directors,
employees, agents, and advisors (each, an "Indemnified Party") from and against
any and all claims, damages, losses, liabilities, costs, and expenses,
including, without limitation, all claims, damages, losses, liabilities, costs
and expenses described in Section 6.09 (the foregoing also to include, without
limitation, reasonable attorneys' fees (including the allocated cost of internal
counsel), settlement costs and disbursements) ("Indemnified Liabilities") that
may be incurred by or asserted or awarded against any Indemnified Party, in each
case arising out of or in connection with or by reason of (including, without
limitation, in connection with any investigation, litigation, or proceeding or
preparation of defense in connection therewith) the Loan Documents, any of the
transactions contemplated herein or the actual or proposed use of the proceeds
of the Loans, except to the extent such Indemnified Liability is found in a
final, non-appealable judgment by a court of competent jurisdiction to have
resulted from such Indemnified Party's gross negligence or willful misconduct.
If and to the extent the foregoing may be unenforceable for any reason, the
Company and each Borrower hereby agrees to make the maximum contribution to the
payment and satisfaction of each Indemnified Liability which is permissible
under applicable law. In the case of an investigation, litigation or other
proceeding to which the indemnity in this Section 13.10 applies, such indemnity
shall be effective whether or not such investigation, litigation or proceeding
is brought by the Company, any Borrower, its directors, shareholders or
creditors or an Indemnified Party or any other Person or any Indemnified Party
is otherwise a party thereto and whether or not the transactions contemplated
hereby are consummated.



                                      126
<PAGE>   133

         (b) Without limiting the generality of Section 13.10(a) above, the
Company and the Borrowers hereby jointly and severally agree to defend,
indemnify and hold each Indemnified Party harmless from and against any and all
Indemnified Liabilities (including, without limitation, assessment and cleanup
costs and reasonable attorneys', consultants' and other experts' fees and
disbursements, including those arising by reason of any of the aforesaid or an
action against the Company or any Subsidiary under this indemnity) arising
directly or indirectly from, out of or by reason of (a) the violation or alleged
violation of any Environmental Law by the Company or any Subsidiary or with
respect to any property owned, operated or leased by the Company or any
Subsidiary or (b) the use, generation, handling, storage, transportation,
treatment, emission, release, disclaim or disposal of any Hazardous Material by
or in respect of the Company or any Subsidiary or on or with respect to property
owned or leased or operated by the Company or any Subsidiary.

         (c) The Company and each Borrower agrees that no Indemnified Party
shall have any liability (whether direct or indirect, in contract or tort or
otherwise) to it, any of its Subsidiaries or Affiliates or any security holders
or creditors thereof arising out of, related to or in connection with the
transactions contemplated herein, except to the extent that such liability is
found in a final non-appealable judgment by a court of competent jurisdiction to
have resulted from such Indemnified Party's gross negligence or willful
misconduct; provided, however, the Company and each Borrower agrees not to
assert any claim against any of the Agents, any Lender, any of their affiliates,
or any of their respective directors, officers, employees, attorneys, agents,
and advisers, on any theory of liability, for special, indirect, consequential,
or punitive damages arising out of or otherwise relating to the Loan Documents,
any of the transactions contemplated herein or the actual or proposed use of the
proceeds of the Loans.

         (d) Without prejudice to the survival of any other agreement of any
Borrower hereunder, the agreements and obligations of the Company and each
Borrower contained in this Section 13.10 shall survive the payment in full of
the Obligations, termination of each Commitment and the occurrence of the Total
Facility Repayment Date.

         13.11 Agreement Controls. In the event that any term of any of the Loan
Documents other than this Agreement conflicts with any express term of this
Agreement, the terms and provisions of this Agreement shall control to the
extent of such conflict.

         13.12 Severability. If any provision of this Agreement or the other
Loan Documents shall be determined to be illegal or invalid as to one or more
parties hereto, then such provision shall remain in effect with respect to all
parties, if any, as to whom such provision is neither illegal nor invalid, and
in any event all other provisions hereof shall remain effective and binding on
the parties hereto.

         13.13 Entire Agreement. This Agreement, together with the other Loan
Documents, constitutes the entire agreement among the parties with respect to
the subject matter hereof and supersedes all previous proposal, negotiations,
representations and other communications between or among the parties, both oral
and written, with respect thereto.


                                      127
<PAGE>   134


         13.14 Governing Law; Waiver of Jury Trial.

                  (A) THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN
         THOSE LOAN DOCUMENTS WHICH EXPRESSLY PROVIDE THAT THEY SHALL BE
         GOVERNED BY THE LAWS OF ANOTHER JURISDICTION) SHALL BE GOVERNED BY, AND
         CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
         APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH
         STATE.

                  (B) EACH BORROWER HEREBY EXPRESSLY AND IRREVOCABLY AGREES AND
         CONSENTS THAT ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING
         TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREIN MAY BE
         INSTITUTED IN ANY STATE OR FEDERAL COURT SITTING IN THE COUNTY OF NEW
         YORK, STATE OF NEW YORK, UNITED STATES OF AMERICA AND, BY THE EXECUTION
         AND DELIVERY OF THIS AGREEMENT, EACH BORROWER EXPRESSLY WAIVES ANY
         OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE IN,
         OR TO THE EXERCISE OF JURISDICTION OVER IT AND ITS PROPERTY BY, ANY
         SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING, AND EACH BORROWER
         HEREBY IRREVOCABLY SUBMITS GENERALLY AND UNCONDITIONALLY TO THE
         JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING.

                  (C) EACH BORROWER AGREES THAT SERVICE OF PROCESS MAY BE MADE
         BY PERSONAL SERVICE OF A COPY OF THE SUMMONS AND COMPLAINT OR OTHER
         LEGAL PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING, OR BY REGISTERED
         OR CERTIFIED MAIL (POSTAGE PREPAID) TO THE ADDRESS OF SUCH BORROWER
         PROVIDED IN SECTION 13.02, OR BY ANY OTHER METHOD OF SERVICE PROVIDED
         FOR UNDER THE APPLICABLE LAWS IN EFFECT IN THE STATE OF NEW YORK.

                  (D) NOTHING CONTAINED IN SUBSECTION (A) OR (B) HEREOF SHALL
         PRECLUDE ANY AGENT OR ANY LENDER FROM BRINGING ANY SUIT, ACTION OR
         PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT IN THE
         COURTS OF ANY JURISDICTION WHERE ANY BORROWER OR ANY BORROWER'S
         PROPERTY OR ASSETS MAY BE FOUND OR LOCATED. TO THE EXTENT PERMITTED BY
         THE APPLICABLE LAWS OF ANY SUCH JURISDICTION, EACH BORROWER HEREBY
         IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT AND EXPRESSLY
         WAIVES, IN RESPECT OF ANY SUCH SUIT, ACTION OR PROCEEDING, OBJECTION TO
         THE EXERCISE OF JURISDICTION OVER IT AND ITS PROPERTY BY ANY SUCH OTHER





                                      128
<PAGE>   135

         COURT OR COURTS WHICH NOW OR HEREAFTER MAY BE AVAILABLE UNDER
         APPLICABLE LAW.

                  (E) IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY
         RIGHTS OR REMEDIES UNDER OR RELATED TO ANY LOAN DOCUMENT OR ANY
         AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR THAT MAY IN
         THE FUTURE BE DELIVERED IN CONNECTION WITH THE FOREGOING, EACH
         BORROWER, EACH AGENT AND THE LENDERS HEREBY AGREE, TO THE EXTENT
         PERMITTED BY APPLICABLE LAW, THAT ANY SUCH ACTION OR PROCEEDING SHALL
         BE TRIED BEFORE A COURT AND NOT BEFORE A JURY AND HEREBY IRREVOCABLY
         WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PERSON
         MAY HAVE TO TRIAL BY JURY IN ANY SUCH ACTION OR PROCEEDING.

         Section 13.15 Special Funding Option.

         (a) Notwithstanding anything to the contrary contained herein, any
Lender (for the purposes of this Section 13.15, a "Granting Lender") may grant
to a special purpose funding vehicle (for the purposes of this Section 13.15, an
"SPC") the option to make, on behalf of such Granting Lender, all or a portion
of the Advances which such Granting Lender is obligated to make (a "Funding
Obligation") under the applicable Facility, such option to be exercisable in the
sole discretion of the SPC; provided, however, that

                  (i) such Granting Lender's obligations under this Agreement
         and the Loan Documents shall remain unchanged, including without
         limitation the indemnification obligations of the Granting Lender
         pursuant to Section 12.05 hereof;

                  (ii) such Granting Lender shall remain solely responsible to
         the other parties hereto for the performance of all Funding
         Obligations;

                  (iii) the Applicable Borrowers and the Applicable Lenders
         shall continue to deal solely and directly with such Granting Lender in
         connection with such Granting Lender's rights and obligations under
         this Agreement; the Applicable Facility Agent shall continue to deal
         directly with the Granting Lender as agent for the SPC with respect to
         distribution of payment of principal, interest and fees, notices of
         Conversion and Continuation and all other matters;

                  (iv) such Granting Lender shall retain the sole right to
         enforce the obligations of the Applicable Borrowers relating to its
         Loans and its Notes and its Participations and to approve any
         amendment, modification, or waiver of any provision of this Agreement,
         each of which may, if so agreed in writing between the Granting Lender
         and the SPC, require the prior consent of any such SPC which has
         exercised the option to undertake the Funding Obligation in connection
         with such Granting Lender's Commitments and Participations and
         Obligations owing thereto before the Granting Lender approves any such
         amendment, modification or waiver;


                                      129
<PAGE>   136

                  (v) the granting of such option shall not constitute an
         assignment to or participation of such SPC of or in the Granting
         Lender's Commitments and Participations and Obligations owing thereto;

                  (vi) such SPC shall not become a Lender hereunder as a result
         of the granting of such option;

                  (vii) such SPC shall not become obligated or committed to make
         Advances as a result of the granting of such option;

                  (viii) if such SPC elects not to exercise such option or
         otherwise fails to make all or any part of an Advance, the Granting
         Lender shall retain its Funding Obligation and be obligated to make the
         entire Advance or any portion of such Advance not made by such SPC; and

         (b) Advances made by an SPC hereunder shall be deemed to satisfy the
Funding Obligation and utilize the Applicable Facility Commitment and Applicable
Fronting Commitment of the Granting Lender as if, and to the same extent, such
Advances were made by such Granting Lender.

         (c) Each party hereto agrees that no SPC shall be liable for any
indemnity or payment under this Agreement for which a Granting Lender would
otherwise be liable so long as, and to the extent that, the Granting Lender
provides such indemnity or makes such payment. In furtherance of the foregoing,
each party hereto hereby agrees (which agreement shall survive the termination
of this Agreement) that, prior to the date that is one year and one day after
the payment in full of all outstanding commercial paper or other senior
indebtedness of any SPC, it will not institute against, or join any other person
in instituting against, such SPC any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings or similar proceedings under the laws of
the United States of America or any State thereof.

         (d) Notwithstanding anything to the contrary contained in this
Agreement, an SPC may (i) at any time and without paying any processing fee
therefor, assign or participate all or a portion of its interests in any Loans
as they may exist consistent with the terms of this Section 13.15 to its
Granting Lender or to any financial institutions providing liquidity and/or
credit support to or for the account of such SPC to support the funding or
maintenance of Loans, and (ii) disclose on a confidential basis any nonpublic
information relating to Advances made by such SPC hereunder to any rating
agency, commercial paper dealer or provider of any surety or guarantee to such
SPC.

         (e) This Section 13.15 may not be amended without the prior written
consent of the Granting Lender on behalf of which such SPC has made all or any
part of its Advances which remain outstanding at the time of such amendment.


                            [Signature pages follow.]



                                      130
<PAGE>   137



         IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be made, executed and delivered by their duly authorized officers as of the day
and year first above written.


                                AMERICAN GREETINGS CORPORATION

                                By: /s/ Dale A. Cable
                                   --------------------------------------------
                                Name:   Dale A. Cable
                                     ------------------------------------------
                                Title:  Vice President - Treasurer
                                      -----------------------------------------


                                CARLTON CARDS (FRANCE) S.N.C.

                                By: /s/ Gerald M. Fryer
                                   --------------------------------------------
                                Name:   Gerald M. Fryer
                                     ------------------------------------------
                                Title:  Gerant
                                      -----------------------------------------


                                CARLTON CARDS LIMITED, a UK entity

                                By: /s/ Morry Weiss
                                   --------------------------------------------
                                Name:   Morry Weiss
                                     ------------------------------------------
                                Title:  Executive Director
                                      -----------------------------------------


                                UK GREETINGS LIMITED

                                By: /s/ Mary Ann Corrigan-Davis
                                   --------------------------------------------
                                Name:   Mary Ann Corrigan-Davis
                                     ------------------------------------------
                                Title:  Director
                                      -----------------------------------------


                                HANSON WHITE GROUP LIMITED

                                By: /s/ Mary Ann Corrigan-Davis
                                   --------------------------------------------
                                Name:   Mary Ann Corrigan-Davis
                                     ------------------------------------------
                                Title:  Director
                                      -----------------------------------------



                             Signature Page 1 of 21


<PAGE>   138





                                CAMDEN GRAPHICS LIMITED

                                By: /s/ Mary Ann Corrigan-Davis
                                   --------------------------------------------
                                Name:   Mary Ann Corrigan-Davis
                                     ------------------------------------------
                                Title:  Director
                                      -----------------------------------------


                                CARLTON CARDS LIMITED, a Canadian Company

                                By: /s/ Phyllis Alden
                                   --------------------------------------------
                                Name:   Phyllis Alden
                                     ------------------------------------------
                                Title:  Secretary
                                      -----------------------------------------


                                JOHN SANDS (AUSTRALIA) LTD.

                                By: /s/ Mary Ann Corrigan-Davis
                                   --------------------------------------------
                                Name:   Mary Ann Corrigan-Davis
                                     ------------------------------------------
                                Title:  President
                                      -----------------------------------------


                                JOHN SANDS (N.Z.) LTD.

                                By: /s/ Mary Ann Corrigan-Davis
                                   --------------------------------------------
                                Name:   Mary Ann Corrigan-Davis
                                     ------------------------------------------
                                Title:  President
                                      -----------------------------------------

                                JOHN SANDS HOLDING CORP.

                                By: /s/ Mary Ann Corrigan-Davis
                                   --------------------------------------------
                                Name:   Mary Ann Corrigan-Davis
                                     ------------------------------------------
                                Title:  President
                                      -----------------------------------------



                             Signature Page 2 of 21
<PAGE>   139


                                BANK OF AMERICA, N.A., as Global Agent



                                By: /s/ Gary Flieger
                                   --------------------------------------------
                                Name:   Gary Flieger
                                Title:  Vice President


                                Wire Transfer Instructions:

                                Bank of America, N.A.
                                Dallas, Texas
                                ABA # 111000012
                                Account No. 3750836479
                                Account Name: Credit Services
                                Ref: American Greetings

                                Address for Other Notices;

                                Bank of America, N.A.
                                1455 Market Street, 12th Floor
                                San Francisco, California   94103
                                Attention:      Gary Flieger
                                Telephone:      (415) 436-3484
                                Telefacsimile:  (415) 436-3425




                             Signature Page 3 of 21
<PAGE>   140


                                BANK OF AMERICA, N.A., as US Facility Lender


                                By: /s/ Gretchen A. Spoo
                                   --------------------------------------------
                                Name:   Gretchen A. Spoo
                                Title:  Vice President

                                Lending Office:

                                Bank of America, N.A.
                                Attention:  Myrna Lara, Credit Services
                                            Representative
                                1850 Gateway Boulevard
                                Concord, California 94520
                                Telephone:        (925) 675-8391
                                Telefacsimile:    (925) 969-2819

                                Wire Transfer Instructions:

                                Bank of America, N.A.
                                Dallas, Texas
                                ABA # 111000012
                                Account No. 3750836479
                                Account Name: Credit Services
                                Ref: American Greetings

                                Address for Other Notices:

                                Bank of America, N. A.
                                Attention:  Gretchen Spoo
                                231 South LaSalle
                                Chicago, Illinois 60697
                                Telephone:        (312) 828-6654
                                Telefacsimile:    (312) 987-0303



                             Signature Page 4 of 21
<PAGE>   141



                        BANK OF AMERICA INTERNATIONAL
                        LIMITED, as U.K. Facility Agent

                        By: /s/ Graham Radford
                           --------------------------------------------
                        Name:   Graham Radford
                        Title:  Assistant Vice President

                        Lending Office:

                        Bank of America International Limited
                        Attention: Karen Hall/Loans Agency
                        1 Alie Street
                        London E1 8DE
                        England
                        Telephone:  011 44 20 8313 2992
                        Telefacsimile:  011 44 20 8313 2149

                        Wire Transfer Instructions:

                        With respect to US Dollars:
                        Bank of America, N.A., New York
                        Account Bank of America, N.A., London
                        A/c no. 37/60564
                        For further credit to Bank of America International
                        Limited, London
                        A/c no. 10985218

                        With respect to British Pounds Sterling:
                        Bank of America, N.A., London
                        CHAPS Code 16-50-50
                        Account Bank of America International Limited, London
                        A/c no. 10985010

                        With respect to French Francs:
                        Bank of America, N.A., London
                        Account  Bank of America International Limited, London
                        A/c no. 10985292

                        With respect to euro:
                        Bank of America, N.A., London
                        Account Bank of America International Limited, London
                        A/c no. 10985292



                             Signature Page 5 of 21
<PAGE>   142


                                BANK OF AMERICA, N.A., as UK Facility Lender

                                By: /s/ Gretchen Spoo
                                   --------------------------------------------
                                Name:   Gretchen Spoo
                                Title:  Vice President

                                Lending Office:

                                Patricia A. Chambers, Loan Service
                                Bank of America, N.A.
                                26 Elmfield Road
                                Bromley, BR1 1WA
                                Tel: 011 44 20 8313 2613
                                Fax: 011 44 20 8313 2140

                                Wire Transfer Instructions:

                                With respect to British Pounds Sterling:
                                direct by CHAPS to:
                                Bank of America, N.A., London
                                Chaps Code:  16-50-50
                                Swift Address:  BOFAGB22

                                With respect to French Francs:
                                Bank of America, N.A., London
                                Swift Address:  BOFAGB22

                                With respect to euro:
                                Bank of America, N.A., London
                                Swift Address:  BOFAGB22

                                Attn.:  Loan Service
                                Ref.:  American Greetings

                                Address for Other Notices:
                                Geraldine Simmons, US Multinationals
                                Bank of America, N.A., London Branch
                                1 Alie Street
                                London, E1 8 DE
                                Tel.:  011 44 20 7634 4261
                                Fax:  011 44 20 7634 4707



                             Signature Page 6 of 21
<PAGE>   143


                               NATIONAL CITY BANK,
                               as US Facility Agent, US Facility Lender
                               and as UK Facility Lender

                               By: /s/ Robert S. Coleman
                                  ----------------------------------------------
                               Name:   Robert S. Coleman
                               Title:  Vice President and Senior Lending Officer


                               Lending Office:

                               National City Bank
                               1900 E. Ninth Street, #01-2077
                               Cleveland, Ohio 44114
                               Attention: Robert S. Coleman
                               Telephone:  (216) 575-9714
                               Telefacsimile:  (216) 222-0003
                               E-mail: Robert.Coleman@National-City.com

                               Wire Transfer Instructions:

                               National City Bank
                               Cleveland, Ohio
                               ABA No.:  041000124
                               Account No.:  151804
                               Account Name:  Commercial Loan Operations
                               Attn:  Vern Johnson


                               Operations Contact:

                               National City Bank
                               1900 E. Ninth Street, #01-2077
                               Cleveland, Ohio 44114
                               Attention:  Revette Vickerstaff, Manager
                               Telephone:        (216) 488-7080
                               Telefacsimile:    (216) 488-7110





                             Signature Page 7 of 21
<PAGE>   144




                                BANK ONE, NA, AUSTRALIA BRANCH,
                                as Australian Facility Agent and as Australian
                                Facility Lender

                                By: /s/ Gary C. Wilson
                                   --------------------------------------------
                                Name:  Gary C. Wilson
                                     ------------------------------------------
                                Title: Senior Vice President
                                      -----------------------------------------


                                Lending Office:

                                Bank One, NA, Australia Branch
                                90 Collins Street 19th FL
                                STE-NMELB-1
                                Melbourne, Australia

                                Credit Contact in Australia:

                                Craig Jensen
                                Vice President
                                Telephone:  (613) 9668 2302
                                Telefacsimile:  (613) 9650 2721

                                Sharon Tai
                                Credit Underwriter
                                Telephone:  (612) 9250 2130
                                Telefacsimile:  (612) 9223 1823

                                Credit Contact in U.S.:

                                Bank One, Michigan
                                611 Woodward
                                MS# 8073
                                Detroit, MI 48226
                                Attn:  Wes Sliwinski, Underwriter
                                Telephone:  (313) 225-1782
                                Telefacsimile:  (313) 225-1671
                                E-mail:  wieslaw_sliwinski@em.fcnbd.com


                                Wire Transfer Instructions:

                                Payment is to be made via RTGS
                                Bank One, NA - Australia
                                   BSB 915 510
                                BIC Code: FNBCAU2X
                                 Ref: John Sands


                                For Administrative Matters:

                                Barry Chenoweth
                                Loan Representative
                                Phone:  (618) 8228 2244
                                Fax:  (618) 8223 2948




                             Signature Page 8 of 21
<PAGE>   145

                                For Funding Transactions:

                                Josh Whiting
                                Dealer Trading
                                Phone:  1-800-682-2244 or (618) 8223 2209
                                Fax:  (618) 8223 2948







                             Signature Page 9 of 21
<PAGE>   146





                                BA AUSTRALIA LIMITED, as Australian
                                Facility Lender

                                By: /s/ Tony Dowling
                                   --------------------------------------------
                                Name:   Tony Dowling
                                Title:  Director

                                By: /s/ Warren R. Whitley
                                   --------------------------------------------
                                Name:   Warren R. Whitley
                                Title:  Company Secretary



                                Lending Office:

                                BA Australia Limited
                                Level 63, MLC Centre
                                19-29 Martin Place
                                Sydney, New South Wales 2000
                                Australia
                                Attention:  Evelyn Kirk
                                Telephone:  612.9931.4237
                                Telefacsimile:  612.9221.1023

                                Wire Transfer Instructions:

                                Payments in Australian Dollars
                                ------------------------------
                                Bank of America, NA Sydney branch
                                Account No.:  11191019
                                BSB No.:  232001
                                Deposits to be made through:  any Commonwealth
                                Bank of Australia Branch for further credit to
                                Bank of America, NA Sydney

                                Payments in New Zealand Dollars
                                Account Name:  Bank of America NA Sydney branch
                                Bank:  Bank of New Zealand, Wellington
                                Account No.:  5201-30600




                            Signature Page 10 of 21
<PAGE>   147




                                BANK OF AMERICA CANADA,
                                as Canadian Facility Lender

                                By: /s/ Michael Hurtubise
                                   --------------------------------------------
                                Name:   Michael Hurtubise
                                     ------------------------------------------
                                Title:  Principal
                                      -----------------------------------------

                                Lending Office:

                                Bank of America Canada
                                Toronto Corporate Services Office 5651
                                200 Front Street West, 27th Floor
                                Toronto, Ontario M5V 312
                                Canada
                                Attention:  Medina Sales De Andrade/
                                                  Richard J. Hall
                                Telephone:  416.349.5433/416.348.4008
                                Telefacsimile:  416.349.4283/416.349.4283

                                Wire Transfer Instructions:
                                Wire payment of funds DIRECT through IIPS to:

                                Bank of America Canada
                                200 Front Street West, Toronto, Ontario
                                TRANSIT #: 241
                                SWIFT CODE: BOFACATT
                                Reference: Carlton Cards
                                Attention: Agency Administration




                            Signature Page 11 of 21
<PAGE>   148


                                BANK ONE, MICHIGAN,
                                as US Facility Lender

                                By: /s/ Gary C. Wilson
                                   --------------------------------------------
                                Name:   Gary C. Wilson
                                     ------------------------------------------
                                Title:  Senior Vice President
                                      -----------------------------------------

                                Lending Office:

                                611 Woodward Avenue
                                Detroit, Michigan 48226

                                Credit Contact:

                                Bank One, Michigan
                                611 Woodward Avenue
                                MS # 8073
                                Detroit, Michigan 48226
                                Attention:  Wes Sliwinski, Underwriter
                                Telephone:  (313) 225-1782
                                Telefacsimile:    (313) 225-1671
                                E-mail:  wieslaw_sliwinski@em.fcnbd.com

                                Wire Transfer Instructions:

                                Bank One, Michigan
                                   Detroit, MI
                                ABA No.: 072000326
                                Reference: American Greetings
                                Account No.: LS2 Clearing Account 2891000007


                                Operations Contact:

                                Bank One, Michigan
                                611 Woodward Avenue
                                MS # 8079
                                Detroit, Michigan 48226
                                Attention:  Karen Graham, Loan Service Associate
                                Telephone:  (313) 225-2911
                                Telefacsimile:    (313) 225-1586



                            Signature Page 12 of 21
<PAGE>   149




                                BANK ONE CANADA, as Canadian Facility
                                      Agent and as Canadian Facility Lender

                                By: /s/ Steven Voigt
                                   --------------------------------------------
                                Name:   Steven Voigt
                                     ------------------------------------------
                                Title:  First Vice President
                                      -----------------------------------------

                                Lending Office:

                                Bank One Canada
                                161 Bay Street
                                   STE 4240
                                Toronto Ontario M5J 2S1
                                     Canada

                                Credit Contact in Canada:

                                Steve Voigt
                                First Vice President
                                Telephone: (313) 225-4161 until August 2000,
                                then (416) 365-5262
                                Telefacsimile: (313) 225-1689 until August 2000,
                                then (416) 363-7574

                                Jeremiah Hynes
                                Credit Officer
                                Telephone:  (416) 365-5260
                                Telefacsimile:  (416) 363-7574

                                Credit Contact in U.S.:

                                Bank One, Michigan
                                611 Woodward Avenue
                                MS# 8073
                                Detroit, MI 48226
                                Attn: Wes Sliwinski, Underwriter
                                Telephone:  (313) 225-1782
                                Telefacsimile:  (313) 225-1671
                                E-mail:  wieslaw_sliwinski@em.fcnbd.com


                                Wire Transfer Instructions:

                  CAD Dollars:  Royal Bank of Canada (swift-ROYCCAT2)
                                Toronto, Ontario
                                Account Number:  07172 000 047 1
                                Account:  Bank One Canada
                                Fav:  (Name of Customer)

                  USD Dollars:  Bank One, Michigan (swift-NBDDUS33)
                                Detroit, Michigan
                                ABA Number:  072000326
                                Account:  Bank One Canada
                                Fav:  (Name of Customer)




                            Signature Page 13 of 21
<PAGE>   150

                                For Administrative Matters:

                                Lehong Zhang
                                Operations Analyst
                                Phone:  (416) 365-8262
                                Fax:  (416) 363-7574




                            Signature Page 14 of 21
<PAGE>   151



                                BARCLAYS BANK PLC,
                                      as US Facility Lender and
                                      UK Facility Lender

                                By: /s/ Marlene Wechselblatt
                                   --------------------------------------------
                                Name:   Marlene Wechselblatt
                                Title:  Vice President

                                Lending Office:

                                Barclays Bank PLC
                                222 Broadway
                                8th Floor
                                New York, New York 10038
                                Attn: Marlene Wechselblatt
                                Telephone:  (212) 412-7642
                                Telefacsimile:  (212) 412-7590
                                E-mail: Marlene.Wechselblatt@Barcap.com

                                Wire Transfer Instructions:

                                Barclays Bank PLC
                                New York, NY 10038
                                ABA # 026002574
                                Account No. 050019104
                                Account Name: CLAD CONTROL
                                Attn:  Christina Batiz


                                As US Facility Lender, Operations Contact:

                                Barclays Bank PLC
                                222 Broadway
                                11th Floor
                                New York, New York 10038
                                Attn: Christina Batiz
                                Telephone:  (212) 412-3701
                                Telefacsimile:  (212) 412-5306
                                E-mail: Christina.Batiz@Barcap.com




                            Signature Page 15 of 21
<PAGE>   152




                                As UK Facility Lender, Operations Contact:

                                Barclays Bank PLC
                                5 North Colonnade
                                Canary Warf
                                London E144BB
                                England
                                Attn:  Michael Kenny, Executive
                                Telephone:  011 020 7773 6441
                                Telefacsimile:  011 020 7773 6807
                                E-mail: Michael.Kenny@Barclayscapital.com




                            Signature Page 16 of 21
<PAGE>   153




                                KEYBANK, NATIONAL ASSOCIATION ,
                                as US Facility Lender and UK Facility Lender

                                By: /s/ Mark A. LoSchiavo
                                   --------------------------------------------
                                Name:   Mark A. LoSchiavo
                                Title:  Portfolio Manager

                                Lending Office:

                                KeyBank National Association
                                127 Public Square
                                Cleveland, Ohio 44114
                                Mail Code:  OH-01-27-0606
                                Attention:  Mark LoSchiavo
                                Telephone:  216-689-0598
                                Telefacsimile:  216-689-4981
                                E-mail:  mark_loschiavo@keybank.com

                                Wire Transfer Instructions:

                                KeyBank National Assn.
                                Cleveland, OH
                                ABA # 041001039
                                Account # 3057
                                Account Name:  Commerical Loan Services
                                RE: American Greetings


                                Operations Contact:

                                KeyBank National Association
                                127 Public Square
                                Cleveland, Ohio 44114
                                Mail Code:  OH-01-27-0606
                                Attention:  Kathy Koenig, Loan Administrator
                                Telephone:  216-689-4228
                                Telefacsimile:  216-689-4981
                                E-mail:  kathy_a_koenig@keybank.com





                            Signature Page 17 of 21
<PAGE>   154


                                ROYAL BANK OF CANADA, as US
                                Facility Lender, Canadian
                                Facility lender and
                                Australian Facility Lender

                                By: /s/ Lori Ross
                                   --------------------------------------------
                                Name:   Lori Ross
                                Title:  Manager


<TABLE>
<CAPTION>
----------------------------------------------- ------------------------------------- -----------------------------------------
LENDING OFFICE (US FACILITY):                   LENDING OFFICE (CANADIAN FACILITY):   LENDING OFFICE: (AUSTRALIAN FACILITY):
<S>                                            <C>                                   <C>
Royal Bank of Canada                            Royal Bank of Canada                  Royal Bank of Canada
One Liberty Plaza                               180 Wellington Street West            167 Mac Quarie Street, Level 18
New York, NY 10006                              Toronto, Ontario                      Sydney NSW 2000 Australia
Attention:  Lori Ross
Telephone:  (212) 428-6509
Telefacsimile:  (212) 428-2319                  For Business and Credit Matters:      For Business and/or Credit Matters:
E-mail:  lross@royalusa.com
                                                Royal Bank of Canada                  (USA)
Wire Transfer Instructions:                     One Liberty Plaza                     Royal Bank of Canada
                                                New York, NY  10006                   One Liberty Plaza
Royal Bank of Canada via Chase Manhattan        Attention:  Lori Ross                 New York, NY  10006
     Bank, N.A.                                 Telephone:  (212) 428-6509            Attention:  Lori Ross
New York, NY                                    Telefacsimile:  (212) 428-2319        Telephone:  (212) 428-6509
ABA No.:  021-000-021                                                                 Telefacsimile:  (212) 428-2319
Account No.: 9201033363 for further credit to
                     218-599-9, Royal Bank of   For Administrative Matters:           (Australia)
                     Canada                                                           Royal Bank of Canada
Reference:   American Greetings                 Royal Bank of Canada                  167 Mac Quarie Street, Level 18
                                                180 Wellington Street West            Sydney NSW 2000 Australia
                                                Toronto, Ontario                      Attention:  John Secker
                                                Attention:  Adam Ahmed                Telephone:  612 9373 0880
Operations Contact:                             Telephone:  (416) 974-5302            Telefacsimile: 612 9221 2261
                                                Telefacsimile:  (416) 974-8119
Royal Bank of Canada                                                                  For Administrative Matters:
One Liberty Plaza                               Wire Transfer Instructions:           Royal Bank of Canada
New York, NY 10006                                                                    167 Mac Quarie Street
Attention:  Linda Joannou, Asst. Manager        Royal Bank of Canada                  Sydney NSW 2000 Australia
Telephone:  (212) 428-6212                      Account No.:  0002-102-683-0          Attention:  Manager Loans Administration
Telefacsimile:    (212) 428-2372                Reference:  EMCO                      Telephone:  612 9233 5500
                                                                                      Telefacsimile:  612 9221 2261

                                                                                      Wire Transfer Instructions:

                                                                                      Royal Bank of Canada, Sydney
                                                                                      ABA No.:  BSB 935 001
                                                                                      Reference:  Swift - TOYCAU2S
                                                                                      Account No.:  Royal Bank of Canada
----------------------------------------------- ------------------------------------- -----------------------------------------
</TABLE>




                            Signature Page 18 of 21
<PAGE>   155


                                MELLON BANK, N.A.,
                                      as US Facility Lender

                                By: /s/ Mark F. Johnston
                                   --------------------------------------------
                                Name:   Mark F. Johnston
                                Title:  Vice President


                                Lending Office:

                                One Mellon Bank Center
                                Room 370
                                Pittsburgh, PA 15258-0001
                                Attention:  Mark F. Johnston
                                Telephone:  (412) 236-2793
                                Telefacsimile:    (412) 236-1914
                                E-mail:  johnston.mf@mellon.com


                                Wire Transfer Instructions:

                                Mellon Bank, N.A.
                                Pittsburgh, PA
                                ABA No.:  043000261
                                Account Name:  American Greetings Corporation
                                Account No.:  990873800
                                Attn:  Loan Administration


                                Operations Contact:

                                Mellon Bank, N.A.
                                Three Mellon Bank Center
                                Room 1203
                                Pittsburgh, PA 15259-0003
                                Attention:  Peggy Young, Loan Administrator
                                Telephone:  (412) 234-9448
                                Telefacsimile:    (412) 209-6138



                            Signature Page 19 of 21
<PAGE>   156


                                MELLON BANK CANADA,
                                      as Canadian Facility Lender

                                By: /s/ John P. Rehob
                                   --------------------------------------------
                                Name:   John P. Rehob
                                     ------------------------------------------
                                Title:  Operations Manager
                                      -----------------------------------------


                                Lending Office:

                                Mellon Bank Canada
                                77 King Street West, Suite 3200
                                Toronto, Ontario M5K 1K2
                                Attention:  Lisa Daley
                                Telephone:        (416) 860-2436
                                Telefacsimile:    (416) 860-2439


                                Wire Transfer Instructions:

                                Canadian Imperial Bank of Commerce
                                ABA No.:  CIBCCATT
                                Reference:  Carlton Cards Retail
                                Account No.:  65-03810
                                For Credit:   Mellon Bank Canada, Toronto
                                              (MELNCATT)

                                Address for Other Notices:

                                N/A



                            Signature Page 20 of 21
<PAGE>   157


                                PNC BANK, N.A., as US Facility Lender and
                                UK Facility Lender

                                By: /s/ Bruce G. Shearer
                                   --------------------------------------------
                                Name:   Bruce G. Shearer
                                Title:  Vice President


                                Lending Office:

                                PNC Bank, N.A.
                                Mail Stop P1P0PP051
                                249 Fifth Avenue
                                Pittsburgh, Pennsylvania 15222
                                Attention: David Wheaton
                                Telephone:  (412) 768-7814
                                Telefacsimile:  (412) 762-7353
                                Email:  David.Wheaton@PNCBank.com

                                Wire Transfer Instructions:

                                PNC Bank, N.A.
                                ABA No.: 043-000-096
                                Account No.:  G/L 196030010890
                                Reference:  American Greetings 30443786


                                Address for Other Notices for Administrative
                                Matters:

                                PNC Bank, N.A.
                                Mail Stop P2PTPP035
                                620 Liberty Avenue
                                Pittsburgh, PA 15222
                                Attention:  Peggy Collier
                                Telephone:  (412) 762-7946
                                Telefacsimile:    (412) 768-4586
                                E-mail:  Peggy.Collier@PNCBank.com



                            Signature Page 21 of 21